This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the tender offer by Athos Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Johnson & Johnson”), for all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of ABIOMED, Inc., a Delaware corporation (“ABIOMED”), at a price of $380.00 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “Cash Amount”), plus one non-tradeable contractual contingent value right per Share (each, a “CVR”), which CVR represents the right to receive contingent payments of up to $35.00 per Share in cash, without interest and less any required withholding taxes, in the aggregate, upon the achievement of specified milestones (the Cash Amount plus one CVR, collectively, the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of November 15, 2022 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached hereto as exhibits (a)(1)(A) and (a)(1)(B), respectively.
All of the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is ABIOMED, Inc., a Delaware corporation. ABIOMED’s principal executive offices are located at 22 Cherry Hill Drive, Danvers, Massachusetts 01923. ABIOMED’s telephone number at such address is (978) 646-1400. The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning ABIOMED” is incorporated herein by reference.
(b) This Schedule TO relates to all outstanding Shares. ABIOMED has advised Johnson & Johnson that, as of the close of business on November 7, 2022, there were (i) 45,110,225 Shares issued and outstanding, (ii) 565,707 Shares issuable pursuant to the exercise of outstanding stock options to purchase Shares, (iii) 311,749 Shares subject to issuance upon the vesting and settlement of ABIOMED’s performance-based restricted stock units (based on the levels of performance specified in the Agreement and Plan of Merger, dated October 31, 2022, by and among Johnson & Johnson, Purchaser and ABIOMED (the “Merger Agreement”)), (iv) 267,987 Shares subject to issuance upon the vesting and settlement of ABIOMED’s restricted stock units and (v) 4,631 Shares estimated to be subject to outstanding rights under ABIOMED’s 1988 Employee Stock Purchase Plan, as amended and restated on February 5, 2019 (the “Company ESPP”). The information set forth in the section of the Offer to Purchase entitled “Introduction” is incorporated herein by reference.
(c) The information set forth in the section of the Offer to Purchase entitled “Price Range of Shares; Dividends” is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a)-(c) This Schedule TO is filed by Johnson & Johnson, a New Jersey corporation, and Athos Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson. The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning Johnson & Johnson and Purchaser” and in Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a)-(b) The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet”, “Introduction”, “Certain Information Concerning Johnson & Johnson and Purchaser”, “Background of the Offer; Past Contacts or Negotiations with ABIOMED”, “The Transaction Agreements” and “Purpose of the Offer; Plans for ABIOMED” is incorporated herein by reference.
