Abbott Announces Final Results for Partial Debt Tender Offers
ABBOTT PARK, Ill., Nov. 27, 2012 /PRNewswire/ -- Abbott (NYSE: ABT) announced today the final results of its previously pending offers to purchase for cash up to an aggregate principal amount (in each case, the "Series Tender Cap") 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"), $485,044,000 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 expiration of the Partial Offers at 11:59 p.m. on Nov. 26, 2012 (such date and time, the "Partial Offer Expiration Date"), $808,294,000 principal amount of the 2019 Notes, $403,386,000 principal amount of the 2020 Notes, $453,089,000 principal amount of the 2037 Notes, $485,044,000 principal amount of the 2039 Notes and $555,692,000 principal amount of the 2040 Notes have been validly tendered and not validly withdrawn in the Partial Offers.
The Partial Offers were made pursuant to an Offer to Purchase, dated Oct. 26, 2012 (the "Offer to Purchase"), and related Letter of Transmittal, dated Oct. 26, 2012 (the "Letter of Transmittal"), which set forth a description of the terms of the Partial 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 Partial Offers were made solely pursuant to terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Subject to the terms and conditions of the Partial Offers, Abbott expects that later today it will accept for purchase and pay for all Partial Notes validly tendered and not validly withdrawn as of the Partial Offer Expiration Date and not previously accepted and purchased by Abbott on Nov. 9, 2012, which principal amount, in the case of each Series, represents the lower of (a) the principal amount of Partial Offer Notes of such Series validly tendered and not validly withdrawn pursuant to the Partial Offers and (b) the applicable Series Tender Cap, less (ii) the aggregate principal amount of all Partial Offer Notes of such Series previously accepted and purchased by Abbott on Nov. 9, 2012, subject to proration as described in the Offer to Purchase.
Holders who validly tendered and did not validly withdraw Partial Offer Notes on or before 5 p.m., New York City time, on Nov. 8, 2012 (the "Early Tender Date"), that are accepted for purchase will receive the previously announced "Partial Offer Total Consideration." Holders who validly tendered and did not validly withdraw Partial Offer Notes after the Early Tender Date but on or before the Partial Offer Expiration Date that are accepted for purchase will receive the previously announced Partial Offer Total Consideration minus the early tender payment of $30 per $1,000 principal amount.
Abbott intends to call for redemption $244,495,000 principal amount of the 2019 Notes that remain outstanding following the Partial Offer Expiration Date in accordance with the terms of the applicable Indenture. In connection therewith, Abbott expects to issue a redemption notice in respect of such 2019 Notes in the near future. However, Abbott is not obligated to undertake any such redemption, and there can be no assurance that Abbott will redeem such Notes.
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 Partial Offers are set forth in the Offer to Purchase and Letter of Transmittal that were sent to holders of the Partial Notes. Holders are encouraged to read those documents carefully before taking action with respect to the Partial Offers.
The Lead Dealer Managers for the Partial Offers are Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Merrill Lynch and J.P. Morgan Securities LLC. Questions regarding the Partial 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 Partial 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 Partial Offers makes any recommendation that holders should tender, or refrain from tendering, all or any portion of the principal amount of their Partial Notes pursuant to the Partial 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 and in Item 1A, "Risk Factors," to our subsequent Quarterly Reports on Securities and Exchange Commission Form 10-Q.
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.