Item 8.01 Other Events
As previously announced, on February 8, 2023, Cardiovascular Systems, Inc., a
Delaware corporation (the "Company") entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Abbott Laboratories, an Illinois
corporation ("Parent"), and Cobra Acquisition Co., a Delaware corporation and a
direct, wholly-owned subsidiary of Parent ("Merger Sub"). Upon the terms and
subject to the conditions of the Merger Agreement, Parent will acquire the
Company via the merger of Merger Sub with and into the Company, with the
separate corporate existence of Merger Sub thereupon ceasing and the Company
continuing as the surviving corporation and a wholly-owned subsidiary of Parent
(the "Merger").
The consummation of the Merger is conditioned upon, among other things, the
expiration or termination of the applicable waiting period (or any extension
thereof) under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"). At 11:59 p.m., Eastern Time, on April 12, 2023, the
waiting period applicable to the Merger under the HSR Act expired. Accordingly,
the condition relating to the expiration or termination of the waiting period
under the HSR Act has been satisfied. The Merger continues to be subject to the
remaining conditions set forth in the Merger Agreement.
Additional Information and Where to Find It
This filing has been prepared in respect of the Merger, and may be deemed to be
soliciting material relating to the Merger. In connection with the Merger, CSI
has filed with the Securities and Exchange Commission (the "SEC") preliminary
and definitive proxy statements relating to the Merger Agreement, the Merger,
and the other transactions contemplated thereby, and other relevant documents.
The definitive proxy statement was mailed on or about March 23, 2023, to CSI's
stockholders as of the close of business on March 14, 2023, the record date
established for voting on the Merger Agreement, the Merger, and the other
transactions contemplated thereby, and any other matters to be voted on at a
special meeting of CSI stockholders as detailed in the definitive proxy
statement. BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER
SOLICITING MATERIALS, ANY DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE IN THE
DEFINITIVE PROXY STATEMENT, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH
THE SEC IN CONNECTION WITH THE MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT CSI, PARENT, THE MERGER
AGREEMENT, THE MERGER, AND RELATED MATTERS. Stockholders are or will be able to
obtain a copy of the definitive proxy statement, as well as other filings
containing information about the Merger Agreement, the Merger, and the other
transactions contemplated thereby that are filed by CSI with the SEC, free of
charge on EDGAR at www.sec.gov or on the investor relations page of CSI's
website at www.investors.csi360.com.
Participants in the Solicitation
CSI and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of CSI in respect of the
Merger. Information about CSI's directors and executive officers is set forth in
the proxy statement for CSI's 2022 Annual Meeting of Stockholders, as revised,
which was filed with the SEC on October 26, 2022, and its Annual Report on Form
10-K for the fiscal year ended June 30, 2022, which was filed with the SEC on
August 18, 2022.
Other information regarding the participants in the proxy solicitation in
connection with the Merger and a description of their interests, which may, in
some cases, be different than those of CSI's stockholders generally, is
contained in the definitive proxy statement described above or may be contained
in other relevant materials to be filed with the SEC in respect of the Merger
Agreement, the Merger, and the other transactions contemplated thereby when they
become available.
--------------------------------------------------------------------------------
Safe Harbor
Certain statements in this filing are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and are provided
under the protection of the safe harbor for forward-looking statements provided
by that Act, including statements about the Merger. These statements involve
risks and uncertainties including, among others: (i) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement; (ii) the failure to obtain the requisite approval of the
Merger by CSI's stockholders; (iii) the failure to satisfy any of the conditions
to the completion of the Merger; (iv) the effect of the announcement of the
Merger on CSI's ability to retain and hire key personnel and maintain
relationships with CSI's key business partners and customers, and others with
whom we do business, or on CSI's operating results and businesses generally;
(vi) the response of competitors to the Merger; (vii) risks associated with the
disruption of management's attention from ongoing business operations due to the
Merger; (viii) the ability to meet expectations regarding the timing and
completion of the Merger; (ix) significant costs associated with the Merger; (x)
potential litigation relating to the Merger; and (xi) restrictions during the
pendency of the Merger that may impact CSI's ability to pursue certain business
opportunities. These statements also involve additional risks and uncertainties
that could cause results to differ materially from those projected, including,
but not limited to, the ongoing COVID-19 pandemic and the impact and scope
thereof on us, CSI's distribution partners, the supply chain and physicians and
facilities, including government actions related to the COVID-19 outbreak,
material delays and cancellations of procedures, delayed spending by healthcare
providers, and distributor and supply chain disruptions; regulatory
developments, clearances and approvals; approval of CSI's products for
distribution outside of the United States; approval of products for
reimbursement and the level of reimbursement in the U.S. and foreign countries;
dependence on market growth; agreements with third parties to sell their
products; the ability of CSI and CSI's distribution partners to successfully
launch CSI's products outside of the United States; CSI's ability to maintain
third-party supplier relationships and renew existing purchase agreements; CSI's
ability to maintain its relationships and agreements with distribution partners;
the experience of physicians regarding the effectiveness and reliability of the
products we sell; the reluctance of physicians, hospitals and other
organizations to accept new products; the potential for unanticipated delays in
enrolling medical centers and patients for clinical trials; actual clinical
trial and study results; the impact of competitive products and pricing; CSI's
ability to comply with the financial covenants in its loan and security
agreement and to make payments under and comply with the lease agreement for
CSI's corporate headquarters; unanticipated developments affecting CSI's
estimates regarding expenses, future revenues and capital requirements; the
difficulty of successfully managing operating costs; CSI's ability to manage its
sales force strategy; actual research and development efforts and needs,
including the timing of product development programs; successful collaboration
on the development of new products; agreements with development partners,
advisors and other third parties; the ability of CSI and these third parties to
meet developmental, contractual and other milestones; contractual rights and
obligations; technical challenges; CSI's ability to obtain and maintain
intellectual property protection for product candidates; fluctuations in results
and expenses based on new product introductions, sales mix, unanticipated
warranty claims, and the timing of project expenditures; CSI's ability to manage
costs; CSI's actual financial resources and CSI's ability to obtain additional
financing; investigations or litigation threatened or initiated against us;
court rulings and future actions by the FDA and other regulatory bodies;
international trade developments; the effects of hurricanes, flooding, and other
natural disasters on CSI's business; the impact of federal corporate tax reform
on CSI's business, operations and financial statements; shutdowns of the U.S.
federal government; the potential impact of any future strategic transactions;
general economic conditions; and other factors detailed from time to time in
CSI's SEC reports, including its most recent annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q. CSI encourages you to consider all of
these risks, uncertainties and other factors carefully in evaluating the
forward-looking statements contained in this filing. As a result of these
matters, changes in facts, assumptions not being realized or other
circumstances, CSI's actual results may differ materially from the expected
results discussed in the forward-looking statements contained in this filing.
The forward-looking statements made in this filing are made only as of the date
of this filing, and CSI undertakes no obligation to update them to reflect
subsequent events or circumstances.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses