--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-311074" form_type: "8-K" ticker: null cik: "0000815094" company_name: "ABIOMED INC" filed_at: "2022-12-22T23:59:59+00:00" generated_at: "2026-06-21T00:30:42.621162+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Johnson & Johnson completes $17.1B acquisition of ABIOMED at $380/share plus CVR ## Summary - 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. ## SEC filing metadata - accession: 0001193125-22-311074 - form_type: 8-K - cik: 0000815094 - company_name: ABIOMED INC - filed_at: 2022-12-22T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/d353287d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-311074 - JSON: https://secwatch.observer/filing/0001193125-22-311074.json - Plain text: https://secwatch.observer/filing/0001193125-22-311074.txt ## Key facts - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm - Executive change David Fortunati was appointed as Director at ABIOMED INC. - Action: became - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm - Executive change Michael R. Minogue was terminated as Chairman, President and Chief Executive Officer at ABIOMED INC. - Action: terminated - Role: Chairman, President and Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm - Executive change Susan Morano was appointed as Director at ABIOMED INC. - Action: became - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm - Executive change Vincent Sommella was appointed as Director at ABIOMED INC. - Action: became - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm - Governance Changes ABIOMED INC: Amended and restated certificate of incorporation in connection with merger. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm - Governance Changes ABIOMED INC: Amended and restated bylaws in connection with merger. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.