Johnson & Johnson (NYSE:JNJ) entered into a definitive agreement to acquire Abiomed, Inc. (NasdaqGS:ABMD) for $17.4 billion on October 31, 2022. Johnson & Johnson will acquire through a tender offer all outstanding shares of Abiomed, for an upfront payment of $380.00 per share in cash. Abiomed shareholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to receive up to $35.00 per share in cash if certain commercial and clinical milestones are achieved. Johnson & Johnson expects to fund the transaction through a combination of cash on hand and short-term financing. Following the completion of the transaction, Abiomed will operate as a standalone business within Johnson & Johnson MedTech. In case of termination of the transaction under certain circumstances, Abiomed may be required to pay Johnson & Johnson a termination fee of $550 million.
Michael Bodner will lead the integration under Ashley McEvoyÆs leadership. The transaction is conditioned on the tender of a majority of the outstanding shares of AbiomedÆs common stock, the expiration or termination of any waiting period (and extensions thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other non-U.S. regulatory approvals and other customary closing conditions. Consummation of the offer is not subject to a financing condition. Assuming the closing of the tender offer, Johnson & Johnson will acquire any shares of Abiomed not tendered into the tender offer for the same per share consideration as payable in the tender offer. The transaction was unanimously approved by both companiesÆ boards of directors. As of December 16, 2022, Abiomed and Johnson & Johnson have obtained all regulatory approvals required and accordingly the Antitrust Clearance Condition has been satisfied. The tender offer commenced on November 15, 2022 and will expire on December 13, 2022. On December 14, 2022, Johnson & Johnson announced an extension of the Expiration Time until 11:59 p.m., New York time, on December 21, 2022, unless further extended in accordance with the Merger Agreement. The transaction is expected to be completed prior to the end of the first quarter of 2023. The transaction is expected to close on December 22, 2022.
J.P. Morgan Securities LLC is serving as financial advisor to Johnson & Johnson and Robert I. Townsend, III, George F. Schoen, Jonathan J. Katz, Matthew J. Bobby, J. Leonard Teti II, Andrew T. Davis, Sasha Rosenthal-Larrea, Matthew Morreale, David Crampton, Brian M. Budnick, and Sanjay Murti of Cravath, Swaine & Moore LLP are serving as legal advisors. Goldman Sachs & Co. LLC is serving as financial advisor and fairness opinion provider to Abiomed and Robert W. Downes, Matthew G. Hurd, Marc Trevi±o, Tiffany D. Wooley, Mehdi Ansari, Jameson S. Lloyd, Gauthier Blanluet, Matthew J. Brennan, Renata B. Hesse, Adam S. Paris, Michael Rosenthal of Sullivan & Cromwell LLP are serving as legal advisors. American Stock Transfer & Trust Company, LLC acted as depository and Innisfree M&A Inc. acted as information agent to both Abiomed and Johnson & Johnson. Stephens Inc. acted as financial advisor to Abiomed. Abiomed will pay a fee of $105 million to Goldman. Alan F. Denenberg and Davis Polk is advising J.P. Morgan Securities LLC as financial adviser to Johnson & Johnson in connection with its acquisition via tender offer of all outstanding shares of Abiomed, Inc.