SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 1996
ABBOTT LABORATORIES
An Illinois Corporation
Commission File I.R.S. Employer
Number 1-2189 Identification
No. 36-0698440
100 Abbott Park Road
Abbott Park, Illinois 60064-3500
Telephone: (847) 937-6100
ITEM 5. OTHER EVENTS
On March 29, 1996, Abbott Laboratories ("Abbott") and MediSense,
Inc. ("MediSense") announced that they signed a definitive agreement through
which Abbott will acquire MediSense. Under the terms of the agreement, Abbott
will make a tender offer to acquire 100 percent of the outstanding shares of
MediSense for $45 per share, or an equity value of approximately $876
million. The Abbott and MediSense boards of directors have endorsed the
offer. The tender offer is expected to be completed in approximately five
weeks, subject to regulatory approvals and customary closing conditions.
Following the tender offer, MediSense will be merged into a wholly-owned
subsidiary of Abbott Laboratories, and each remaining MediSense shareholder
will receive $45 per share in exchange for each MediSense share held.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Press Release issued by Abbott and MediSense on March 29, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ABBOTT LABORATORIES
Date: April 4, 1996 By: /s/ Jose M. de Lasa
------------------------------------
Jose M. de Lasa
Senior Vice President,
Secretary and General Counsel
[Letter Head]
FOR IMMEDIATE RELEASE
ABBOTT MEDISENSE
MEDIA: MEDIA AND FINANCIAL:
Rick Moser John Chiricotti
847-937-8943 617-895-6007
FINANCIAL COMMUNITY:
Cathy Babington
847-937-3931
ABBOTT LABORATORIES TO ACQUIRE MEDISENSE, INC.
Abbott Park, Ill., and Waltham, Ma., March 29, 1996 -- Abbott Laboratories
(NYSE: ABT) and MediSense, Inc. (NASDAQ: MSNS) today announced that they have
signed a definitive agreement through which Abbott will acquire MediSense,
the biosensor technology leader in blood glucose self-testing systems for
people with diabetes.
Under the terms of the agreement, Abbott will make a tender offer to
acquire 100 percent of the outstanding shares of MediSense for $45 per share,
or an equity value of approximately $876 million. The Abbott and MediSense
boards of directors have endorsed the offer. The tender offer is expected to
be completed in approximately five weeks, subject to regulatory approvals
and customary closing conditions. Following the tender offer, MediSense will
be merged into a wholly-owned subsidiary of Abbott Laboratories, and each
remaining MediSense shareholder will receive $45 per share in exchange for each
MediSense share held.
-more-
ABBOTT LABORATORIES TO ACQUIRE MEDISENSE, INC.
PAGE 2
"We are extremely pleased to add MediSense's superior technology and
outstanding people to our company," said Duane L. Burnham, chairman and chief
executive officer of Abbott Laboratories. "MediSense fits very well with our
diagnostics operations, and will create many opportunities for synergy with
our other divisions as well."
According to Miles D. White, senior vice president, diagnostics operations,
the acquisition advances Abbott's interests in the glucose monitoring market.
"This important strategic step, combined with other internal and external
initiatives to secure industry-leading technology in glucose monitoring, will
position Abbott very favorably in this market. In addition to providing
immediate access to the fastest-growing segment of the diagnostics market,
MediSense's research and development program will augment our existing work
to develop and commercialize future non-invasive monitoring technologies,"
said White.
"We are delighted to become a part of the world's leading diagnostics
company," said Robert L. Coleman, Ph.D. president and chief executive officer
of MediSense. "The combination of the two organizations will accelerate
market growth and will ensure continued development and availability of
therapies to improve the care of people with diabetes."
-more-
ABBOTT LABORATORIES TO ACQUIRE MEDISENSE, INC.
PAGE 3
MediSense manufactures products that allow people with diabetes to
routinely measure blood glucose which is critical to diabetes management. The
products are compact, easy-to-use home glucose meters and disposable
single-use test strips. MediSense was the first company to develop a
biosensor-based blood glucose self-testing system. MediSense's leading
system, the Precision Q*I*D -TM-, provides accurate results, with less blood,
faster than any competing product.
The MediSense subsidiary of Abbott will continue to be located in
Massachusetts, with Dr. Coleman remaining as president of the subsidiary.
MediSense is a worldwide developer, manufacturer and marketer of blood
glucose self-testing systems that enable people with diabetes to manage their
disease more effectively. MediSense believes the convenience and simplicity
of its products promote increased testing compliance by individuals with
diabetes and provide for more effective management of their condition.
Abbott Laboratories is a diversified global manufacturer of health care
products employing 50,000 people. The company researches, develops and
markets pharmaceutical, diagnostic, nutritional and hospital products. In
1995, the company's sales and net earnings were $10.0 billion and $1.7
billion, respectively, with earnings per share of $2.12.
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