Cardiovascular Systems Inc: M&A transaction — Abbott completes acquisition of Cardiovascular Systems for $20.00 per share in cash

Cardiovascular Systems Inc

Each CSI share converted into $20.00 cash; aggregate consideration approx. $850M.
Stockholders approved merger at special meeting: 34,070,064 for, 123,212 against.
CSI will be delisted from Nasdaq and deregistered with SEC via Form 25 and Form 15.
CSI became a wholly-owned subsidiary of Abbott; charter and bylaws amended accordingly.
Closing occurred April 27, 2023, funded by Abbott's cash on hand.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Cardiovascular Systems Inc completed an acquisition involving Abbott Laboratories for $20.00 per share in cash, approximately $850 million aggregate (closed 2023-04-27).

Action: acquisition
Counterparty: Abbott Laboratories
Consideration: $20.00 per share in cash, approximately $850 million aggregate
Closing: 2023-04-27

Exact text from the filing

as to which appraisal rights were properly exercised (the preceding (a) and (b), collectively, the “ Excluded Shares ”)), was automatically converted into the right to receive $20.00 in cash per Share, without interest (the “ Per Share Merger Consideration ”). Also at the Effective Time, (a) each option to purchase Shares that was outstanding and unexercised

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Cardiovascular Systems Inc shareholders approved Advisory (non-binding) approval of compensation that may be paid or become payable to CSI’s named executive officers that is based on or otherwise relates to the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement at the 2023-04-27 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-04-27

Exact text from the filing

Proposal 2. The stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to CSI’s named executive officers that is based on or otherwise relates to the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement (the “ Compensation Proposal ”). The number of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as follows: For Against Abstain Broker Non-Votes 23,646,485 10,319,427 237,884 -

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Cardiovascular Systems Inc shareholders approved Approval of the adoption of the Merger Agreement at the 2023-04-27 meeting.

Proposal: merger approval
Outcome: passed
Meeting: 2023-04-27

Exact text from the filing

Proposal 1. The stockholders approved the adoption of the Merger Agreement. The number of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as follows: For Against Abstain Broker Non-Votes 34,070,064 123,212 10,520 -

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Source: SEC EDGAR

accession 0001104659-23-051430

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