8-K
filed December 22, 2022, 6:59 PM ET
CIK 0000815094
M&A
confidence high
sentiment neutral
materiality 1.00
ABIOMED INC: M&A transaction — Johnson & Johnson completes $17.1B acquisition of ABIOMED at $380/share plus CVR
ABIOMED INC
- Aggregate consideration approximately $17.1 billion; 25.8M shares (~57.1%) tendered and accepted.
- Per share: $380.00 cash plus a non-tradeable CVR entitling holders to up to $35.00 upon achieving specified milestones.
- Company becomes wholly owned subsidiary of Johnson & Johnson; shares removed from NASDAQ listing.
- CEO Michael Minogue, CFO Todd Trapp, and GC Marc Began terminated without cause; receive severance per agreements.
- Transaction bonuses: Trapp $6.18M, Began $6.07M; Trapp's CIC severance amended to include pro-rata target bonus plus two times target bonus.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc A. Began was terminated as Executive Vice President, General Counsel and Corporate Secretary at ABIOMED INC.
- Action
- terminated
- Role
- Executive Vice President, General Counsel and Corporate Secretary
Exact text from the filing
In addition, effective as of the closing of the Merger, the employment with the Company of each of Michael R. Minogue, the Company’s Chairman, President and Chief Executive Officer, Mr. Trapp and Mr. Began terminated.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Fortunati was appointed as Director at ABIOMED INC.
- Action
- became
- Role
- Director
Exact text from the filing
the members of the board of directors of Merger Sub, consisting of Susan Morano, Vincent Sommella and David Fortunati, became the members of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael R. Minogue was terminated as Chairman, President and Chief Executive Officer at ABIOMED INC.
- Action
- terminated
- Role
- Chairman, President and Chief Executive Officer
Exact text from the filing
In addition, effective as of the closing of the Merger, the employment with the Company of each of Michael R. Minogue, the Company’s Chairman, President and Chief Executive Officer, Mr. Trapp and Mr. Began terminated.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Morano was appointed as Director at ABIOMED INC.
- Action
- became
- Role
- Director
Exact text from the filing
the members of the board of directors of Merger Sub, consisting of Susan Morano, Vincent Sommella and David Fortunati, became the members of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vincent Sommella was appointed as Director at ABIOMED INC.
- Action
- became
- Role
- Director
Exact text from the filing
the members of the board of directors of Merger Sub, consisting of Susan Morano, Vincent Sommella and David Fortunati, became the members of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Todd A. Trapp was terminated as Executive Vice President and Chief Financial Officer at ABIOMED INC.
- Action
- terminated
- Role
- Executive Vice President and Chief Financial Officer
Exact text from the filing
In addition, effective as of the closing of the Merger, the employment with the Company of each of Michael R. Minogue, the Company’s Chairman, President and Chief Executive Officer, Mr. Trapp and Mr. Began terminated.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ABIOMED INC: Amended and restated certificate of incorporation in connection with merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company (the “Certificate of Incorporation”) was amended and restated in its entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ABIOMED INC: Amended and restated bylaws in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
In addition, pursuant to the Merger Agreement, at the Effective Time, the Company’s by-laws (“By-Laws”) were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ABIOMED INC underwent a change of control involving Johnson & Johnson for $380.00 per share in cash, plus up to $35.00 per share in contingent payments (closed 2022-12-22).
- Action
- change of control
- Counterparty
- Johnson & Johnson
- Consideration
- $380.00 per share in cash, plus up to $35.00 per share in contingent payments
- Closing
- 2022-12-22
Exact text from the filing
commenced a tender offer (the “Offer”) to acquire all of the Company’s outstanding shares of common stock (the “Company Shares”) at a purchase price (the “Offer Price”) of (i) $380.00 per Company Share, net to the seller in cash, without interest and less any applicable withholding tax (the “Cash Amount”), plus (ii) one non-tradeable contractual contingent
View on SEC.gov
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