Abbott Announces Early Tender Results for Partial Debt Tender Offers and Extends Any and All Debt Tender Offers
ABBOTT PARK, Ill., Nov. 9, 2012 /PRNewswire/ -- Abbott (NYSE: ABT) announced today the results, as of the early tender deadline of 5 p.m., New York City Time, on Nov. 8, 2012 (the "Early Tender Date"), of its previously announced offers to purchase for cash up to an aggregate principal amount of $944,000,000 of its 5.125% Notes due April 2019 (the "2019 Notes"), $472,000,000 of its 4.125% Notes due May 2020 (the "2020 Notes"), $472,000,000 of its 6.15% Notes due November 2037 (the "2037 Notes"), $472,000,000 of its 6.00% Notes due April 2039 (the "2039 Notes") and $590,000,000 of its 5.300% Notes due May 2040 (the "2040 Notes" and, collectively with the 2019 Notes, the 2020 Notes, the 2037 Notes and the 2039 Notes, the "Partial Offer Notes," and each a "Series" of Partial Offer Notes, and such offers, the "Partial Offers"). As of the Early Tender Date, approximately $807.6 million principal amount of the 2019 Notes, approximately $402.2 million principal amount of the 2020 Notes, approximately $452.6 million principal amount of the 2037 Notes, approximately $485.0 million principal amount of the 2039 Notes and approximately $555.6 million principal amount of the 2040 Notes have been validly tendered and not validly withdrawn in the Partial Offers.
The Partial Offers remain open and are scheduled to expire as previously announced, at 11:59 p.m., New York City time, on Nov. 26, 2012, unless extended by Abbott (such date and time, as the same may be extended, the "Partial Offer Expiration Date"). Tenders of Partial Offer Notes are irrevocable after the Early Tender Date unless required by law. Holders who validly tender Partial Offer Notes after the Early Tender Date but at or prior to the Partial Offer Expiration Date that are accepted for purchase will receive the previously announced consideration, which does not include the early tender payment of $30 per $1,000 principal amount.
Subject to the terms and conditions of the Partial Offers, and in light of the applicable tender cap for each Series of Partial Offer Notes (each, a "Series Tender Cap"), Abbott expects to accept for purchase and pay for, later today (the "Early Settlement Date"), approximately $380.7 million principal amount of the 2019 Notes, approximately $189.6 million principal amount of the 2020 Notes, approximately $213.5 million principal amount of the 2037 Notes, approximately $235.1 million principal amount of the 2039 Notes and approximately $262.1 million principal amount of the 2040 Notes, on a pro rata basis, which represents, in the case of the 2019 Notes, the 2020 Notes, the 2037 Notes and the 2040 Notes, approximately 47.2%, and in the case of the 2039 Notes, approximately 48.5%, of the principal amount of such Series validly tendered and not validly withdrawn prior to the Early Tender Date. Abbott has increased the Series Tender Cap for the 2039 Notes from $472.0 million to $485.0 million. Promptly after the Partial Offer Expiration Date, Abbott will accept for purchase and pay for a principal amount of Partial Offer Notes of each Series up to the applicable Series Tender Cap, less any Partial Offer Notes of such Series purchased on the Early Settlement Date (if any), subject to proration as described in the Offer to Purchase (as defined below).
Abbott also announced today that it has extended the expiration date of its previously announced offers to purchase for cash any and all of its outstanding 4.35% Notes due March 2014 (the "2014 Notes"), 2.70% Notes due May 2015 (the "2015 Notes"), 5.875% Notes due May 2016 (the "2016 Notes") and 5.60% Notes due November 2017 (the "2017 Notes" and, collectively with the 2014 Notes, the 2015 Notes and the 2016 Notes, the "Any and All Notes," and such offers, the "Any and All Offers"). The Any and All Notes, collectively with the Partial Offer Notes, are referred to as "Notes." The Any and All Offers and the Partial Offers are collectively referred to as the "Tender Offers." The Any and All Offers are now scheduled to expire at 11:59 p.m., New York City time, on Nov. 9, 2012, unless extended by Abbott (such date and time, as the same may be extended, the "Any and All Expiration Date"). However, withdrawal rights for Any and All Notes tendered in the Any and All Offers have not been extended and therefore expired at 5:00 p.m., New York City Time, on Nov. 8, 2012. Tenders of Any and All Notes are irrevocable after that time unless required by law.
As of 5:00 p.m., New York City time, on Nov. 8, 2012, approximately $157.8 million principal amount of the 2014 Notes, approximately $379.1 million principal amount of the 2015 Notes, approximately $811.0 million principal amount of the 2016 Notes and approximately $624.1 million principal amount of the 2017 Notes have been tendered and not withdrawn in the Any and All Offers.
Subject to the terms and conditions of the Any and All Offers, Abbott expects to accept for purchase and pay for, on Nov. 13, 2012, which is the first business day following the Any and All Expiration Date, all Any and All Notes validly tendered and not validly withdrawn prior to the Any and All Expiration Date.
The Tender Offers are being made pursuant to the Offer to Purchase, dated Oct. 26, 2012 (the "Offer to Purchase") and related Letter of Transmittal, dated Oct. 26, 2012 (the "Letter of Transmittal") previously distributed to holders of the Notes, which set forth a description of the terms of the Tender Offers. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal.
No Tender Offer is conditioned upon any minimum principal amount of Notes being tendered. However, Abbott's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to any Tender Offer is subject to, and conditioned upon, the satisfaction of the conditions set forth in the Offer to Purchase.
Abbott intends to call for redemption all of the Any and All Notes that remain outstanding following the consummation of the Any and All Offers in accordance with the terms of the applicable Indenture. In connection therewith, Abbott expects to issue a redemption notice in respect of any such Any and All Notes on or about the Any and All Expiration Date. However, Abbott is not obligated to undertake any such redemption, and there can be no assurance that Abbott will redeem Any and All Notes of all or any Series that remain outstanding after consummation of the Any and All Offers.
Abbott is a global, broad-based health care company devoted to the discovery, development, manufacturing and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics. The company employs approximately 91,000 people and markets its products in more than 130 countries.
Additional Information and Where to Find It
The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase and Letter of Transmittal that were sent to holders of the Notes. Holders are encouraged to read those documents carefully before taking action with respect to the Tender Offers.
The Lead Dealer Managers for the Tender Offers are Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Merrill Lynch and J.P. Morgan Securities LLC. Questions regarding the Tender Offers may be directed to Morgan Stanley & Co. LLC at 1 (800) 624-1808 (toll free) or 1 (212) 761-1057 (direct), to Barclays Capital Inc. at 1 (800) 438-3242 (toll free) or 1 (212) 528-7581 (collect), to BofA Merrill Lynch at 1 (888) 292-0070 (toll free) or 1 (980) 683-3215 (collect) or to J.P. Morgan Securities LLC at 1 (866) 834-4666 (toll free) or 1 (212) 834-2494 (collect).
Georgeson Inc. has been retained as Information Agent for the Tender Offers. Requests for documents may be directed to Georgeson Inc. by telephone at 1 (212) 440-9800 (for banks and brokers) or 1 (800) 509-0984 (toll free).
None of Abbott, the Dealer Managers or the Information Agent for the Tender Offers makes any recommendation that holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offers. Holders must make their own decision as to whether to tender their Notes.
Private Securities Litigation Reform Act of 1995 — A Caution Concerning Forward-Looking Statements
Statements made in this news release contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended, including, without limitation, statements related to our future growth, trends in our industry, our financial or operational results, our financial or operational performance and the planned separation of Abbott's research-based pharmaceutical company from its diversified medical products company and the expected financial results of Abbott and AbbVie after the separation. Such forward-looking statements are predictive in nature, and may be based on current expectations, forecasts or assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from the forward-looking statements themselves. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "seeks," "forecasts" or similar expressions, or may employ such future or conditional verbs as "may," "will," "should" or "would" or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S.
Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not guarantees of future performance. Economic, competitive, governmental, technological and other factors that may affect Abbott's operations are discussed in Item 1A, "Risk Factors," to our Annual Report on Securities and Exchange Commission Form 10-K for the year ended Dec. 31, 2011.
Except as required by applicable law, Abbott disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Abbott may not update these forward-looking statements, even if its situation changes in the future. All forward-looking statements attributable to Abbott are expressly qualified by these cautionary statements.
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