Strengthens Johnson & Johnson’s MedTech
Business with the Addition of Abiomed, a World-Leader in Heart
Recovery
Transaction to Bring Lifesaving Innovations to
More Patients with Unmet Need
Expected to Enhance Johnson & Johnson’s
Near- and Long-Term Sales and Earnings Growth; Accretive to
Adjusted Earnings beginning in 2024
Conference Call at 8:00 a.m. ET To Discuss
Details of the Transaction
Johnson & Johnson (NYSE: JNJ), the world’s largest, most
diversified healthcare products company, and Abiomed (NASDAQ:
ABMD), a world leader in breakthrough heart, lung and kidney
support technologies, today announced that they have entered into a
definitive agreement under which Johnson & Johnson will acquire
through a tender offer all outstanding shares of Abiomed, for an
upfront payment of $380.00 per share in cash, corresponding to an
enterprise value of approximately $16.6 billion which includes cash
acquired. Abiomed shareholders will also receive a non-tradeable
contingent value right (CVR) entitling the holder to receive up to
$35.00 per share in cash if certain commercial and clinical
milestones are achieved. The transaction was unanimously approved
by both companies’ boards of directors.
The transaction broadens Johnson & Johnson MedTech’s (JJMT)
position as a growing cardiovascular innovator, advancing the
standard of care in one of healthcare’s largest unmet need disease
states: heart failure and recovery. Cardiovascular disease is the
number one cause of death. All forms of cardiovascular disease lead
to heart failure, which is a significant cost to health systems due
to hospitalizations and extended length of stay.
Abiomed is a leading, first-to-market provider of cardiovascular
medical technology with a first-in-kind portfolio for the treatment
of coronary artery disease and heart failure, an extensive
innovation pipeline of life-saving technologies, and an 18-year
track record of profitable growth. Abiomed operates in one of the
fastest growing medtech segments with significant expansion
opportunities in indication, geography, and product.
“The addition of Abiomed is an important step in the execution
of our strategic priorities and our vision for the new Johnson
& Johnson focused on Pharmaceutical and MedTech,” said Joaquin
Duato, Chief Executive Officer of Johnson & Johnson. “We have
committed to enhancing our position in MedTech by entering
high-growth segments. The addition of Abiomed provides a strategic
platform to advance breakthrough treatments in cardiovascular
disease and helps more patients around the world while driving
value for our shareholders.”
“Abiomed’s skilled workforce and strong relationships with
clinicians, along with its innovative cardiovascular portfolio and
robust pipeline, complement our MedTech portfolio, global footprint
and robust clinical expertise. Together, we have the incredible
opportunity to bring lifesaving innovations to more patients around
the world,” said Ashley McEvoy, Executive Vice President and
Worldwide Chairman of MedTech at Johnson & Johnson. “We are
committed to investing for growth and look forward to welcoming the
talented team and working together to foster our shared
patient-first mindset and winning culture of innovation.”
“We are pleased to have reached an agreement that reflects the
remarkable value Abiomed created with our revolutionary Impella®
heart pump platform and promising pipeline,” said Michael R.
Minogue, Abiomed’s Chairman, President and Chief Executive Officer.
“This transaction partners us with an organization that shares our
patients-first mindset and creates immediate value for our
patients, customers, employees and shareholders. It will enable us
to leverage Johnson & Johnson’s global scale, commercial
strength and clinical expertise to accelerate our mission of making
heart recovery the global standard of care.”
Benefits of the Transaction
- Diversifies and expands JJMT’s portfolio with a leadership
platform in heart failure and recovery: Impella® heart pumps –
a breakthrough technology with exclusive FDA approvals for patients
with severe coronary artery disease requiring high-risk PCI
(percutaneous coronary intervention), treatment of AMI (acute
myocardial infarction) cardiogenic shock, or right heart failure –
will complement JJMT’s portfolio, which includes the leading
Biosense Webster electrophysiology business, and further accelerate
JJMT’s shift into high-growth markets.
- Benefits patients by advancing mission to make heart
recovery the global standard of care: Johnson & Johnson’s
footprint, leading capabilities in physician education, commercial
excellence, and robust clinical expertise will complement Abiomed’s
capabilities, accelerating access and adoption of these lifesaving
technologies to more patients around the world.
- Expands market opportunity through a robust pipeline of
technologies and clinical studies: This combination broadens
Johnson & Johnson’s position as a cardiovascular innovator by
adding a world-leading portfolio in heart recovery – with
innovative R&D programs, exclusive FDA approvals, and multiple
randomized controlled trials underway with the aim of achieving
Class I clinical guidelines for Impella® – to expand access to
patient populations.
- Accelerates near- and long-term sales and earnings
growth: The proposed transaction will accelerate pro forma
MedTech and Johnson & Johnson enterprise revenue growth.
Johnson & Johnson expects the transaction to be slightly
dilutive to neutral to adjusted earnings per share in the first
year, considering the impact of financing, and then accretive by
approximately $0.05 in 2024, and increasingly accretive
thereafter.
Transaction Financing and Path to Completion
Under the terms of the agreement, a wholly owned subsidiary of
Johnson & Johnson (Merger Sub) will commence a tender offer for
all outstanding shares of Abiomed, whereby Abiomed stockholders
will be offered an upfront payment of $380.00 per share in cash,
along with one non-tradeable CVR that entitles them to up to an
additional $35.00 per share in cash if certain clinical and
commercial milestones are achieved.
The milestones consist of:
- $17.50 per share, payable if net sales for Abiomed products
exceeds $3.7 billion during Johnson & Johnson’s fiscal second
quarter of 2027 through fiscal first quarter of 2028, or if this
threshold is not met during this period and is subsequently met
during any rolling four quarter period up to the end of Johnson
& Johnson’s fiscal first quarter of 2029, $8.75 per share;
- $7.50 per share payable upon FDA premarket application approval
of the use of Impella® products in STEMI patients without
cardiogenic shock by January 1, 2028; and
- $10.00 per share payable upon the first publication of a Class
I recommendation for the use of Impella® products in high risk PCI
or STEMI with or without cardiogenic shock within four years from
their respective clinical endpoint publication dates, but in all
cases no later than December 31, 2029.
Johnson & Johnson expects to fund the transaction through a
combination of cash on hand and short-term financing. Johnson &
Johnson expects to maintain a strong balance sheet and to continue
to support its stated capital allocation priorities of R&D
investment, competitive dividends, value-creating acquisitions and
strategic share repurchases.
Following the completion of the transaction, Abiomed will
operate as a standalone business within Johnson & Johnson
MedTech, becoming one of 12 JJMT priority platforms as defined by
annual sales of at least $1 billion each. Michael R. Minogue,
Abiomed’s Chairman, President and Chief Executive Officer has an
established succession plan to sustain a strong future and will
assist in the transition. Andrew Greenfield, who has 17 years with
Abiomed, most recently serving as Chief Commercial Officer has been
appointed President of Abiomed. Michael Bodner will lead the
integration under Ashley McEvoy’s leadership. Michael is a seasoned
Interventional Cardiovascular executive with 15+ years in the
industry with Johnson & Johnson and Abbott Vascular, most
recently serving as Worldwide President of Johnson & Johnson’s
global leading Biosense Webster Electrophysiology business.
The transaction is expected to be completed prior to the end of
the first quarter of 2023 and is conditioned on the tender of a
majority of the outstanding shares of Abiomed’s common stock, as
well as the receipt of applicable regulatory approvals and other
customary closing conditions. Assuming the closing of the tender
offer, Johnson & Johnson will acquire any shares of Abiomed not
tendered into the tender offer through a merger of Merger Sub with
and into Abiomed for the same per share consideration as will be
payable in the tender offer. The merger will be effected as soon as
practicable after the closing of the tender offer.
Advisors
J.P. Morgan Securities LLC is serving as financial advisor to
Johnson & Johnson and Cravath, Swaine & Moore LLP is
serving as legal advisor.
Goldman Sachs & Co. LLC is serving as financial advisor to
Abiomed and Sullivan & Cromwell LLP is serving as legal
advisor.
Investor Conference Call
Johnson & Johnson and Abiomed will conduct a conference call
with investors to discuss the transaction today, November 1, 2022
at 8:00 a.m. ET.
Participant Dial-In: 877-869-3847 / +1 201-689-8261
Webcast:
https://event.webcasts.com/starthere.jsp?ei=1580418&tp_key=06d99df38d
A simultaneous webcast of the call for investors and other
interested parties may be accessed by utilizing the link provided
above. A replay will be available approximately two hours after the
live webcast by visiting www.investor.jnj.com or
www.investors.Abiomed.com.
In light of the joint conference call today, Abiomed has
cancelled its conference call to discuss its financial results for
the second quarter of fiscal year 2023, previously scheduled for
8:00 a.m. ET today.
About Johnson & Johnson
At Johnson & Johnson, we believe good health is the
foundation of vibrant lives, thriving communities and forward
progress. That’s why for more than 135 years, we have aimed to keep
people well at every age and every stage of life. Today, as the
world’s largest and most broadly-based health care company, we are
committed to using our reach and size for good. We strive to
improve access and affordability, create healthier communities, and
put a healthy mind, body and environment within reach of everyone,
everywhere. We are blending our heart, science and ingenuity to
profoundly change the trajectory of health for humanity.
About Abiomed
Based in Danvers, Massachusetts, USA, Abiomed, Inc., is a
leading provider of medical technology that provides circulatory
support and oxygenation. Our products are designed to enable the
heart to rest by improving blood flow and/or performing the pumping
of the heart. For additional information, please visit:
www.abiomed.com. Abiomed, Impella, Impella 2.5, Impella 5.0,
Impella LD, Impella CP, Impella RP, Impella 5.5, Impella Connect,
and SmartAssist are registered trademarks of Abiomed, Inc., and are
registered in the U.S. and certain foreign countries. Impella ECP,
Impella BTR, STEMI DTU, Automated Impella Controller, Abiomed
Breethe OXY-1 System and preCARDIA are pending trademarks of
Abiomed, Inc.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements regarding
the potential acquisition of ABIOMED. The reader is cautioned not
to rely on these forward-looking statements. These statements are
based on current expectations of future events. If underlying
assumptions prove inaccurate or known or unknown risks or
uncertainties materialize, actual results could vary materially
from the expectations and projections of ABIOMED or Johnson &
Johnson. Risks and uncertainties include, but are not limited to:
the risk that the closing conditions for the acquisition will not
be satisfied, including the risk that clearance under the
Hart-Scott-Rodino Antitrust Improvements Act or other applicable
antitrust laws will not be obtained; uncertainty as to the
percentage of ABIOMED stockholders that will support the proposed
transaction and tender their outstanding shares of common stock of
ABIOMED in the Offer; the possibility that the transaction will not
be completed in the expected timeframe or at all; potential adverse
effects to the businesses of Johnson & Johnson or ABIOMED
during the pendency of the transaction, such as employee departures
or distraction of management from business operations; the risk of
stockholder litigation relating to the transaction, including
resulting expense or delay; the potential that the expected
benefits and opportunities of the acquisition, if completed, may
not be realized or may take longer to realize than expected;
challenges inherent in product research and development, including
uncertainty of clinical success and obtaining regulatory approvals;
uncertainty of commercial success for new products; manufacturing
difficulties and delays; product efficacy or safety concerns
resulting in product recalls or regulatory action; economic
conditions, including currency exchange and interest rate
fluctuations; the risks associated with global operations;
competition, including technological advances, new products and
patents attained by competitors; challenges to patents; changes to
applicable laws and regulations, including tax laws and global
health care reforms; adverse litigation or government action;
changes in behavior and spending patterns or financial distress of
purchasers of health care services and products; and trends toward
health care cost containment. In addition, if and when the
transaction is consummated, there will be risks and uncertainties
related to the ability of the Johnson & Johnson family of
companies to successfully integrate the products and
employees/operations and clinical work of ABIOMED, as well as the
ability to ensure continued performance or market growth of
ABIOMED’s products. A further list and descriptions of these risks,
uncertainties and other factors can be found in Johnson &
Johnson’s Annual Report on Form 10-K for the fiscal year ended
January 2, 2022, including in the sections captioned “Cautionary
Note Regarding Forward-Looking Statements” and “Item 1A. Risk
Factors,” and in Johnson & Johnson’s subsequent Quarterly
Reports on Form 10-Q, ABIOMED’s Annual Report on Form 10-K for the
fiscal year ended March 31, 2022, including sections captioned
“Special Note Regarding Forward-Looking Statements” and “Item 1A.
Risk Factors,” and in ABIOMED’s subsequent Quarterly Reports on
Form 10-Q, and other filings by Johnson & Johnson and ABIOMED
with the Securities and Exchange Commission. Copies of these
filings are available online at www.sec.gov, or, in the case of
Johnson & Johnson, at www.jnj.com or on request from Johnson
& Johnson, or, in the case of ABIOMED, at www.abiomed.com or on
request from ABIOMED. Neither Johnson & Johnson nor ABIOMED
undertakes to update any forward-looking statement as a result of
new information or future events or developments, except as
required by law.
Additional Information
The tender offer described in this communication has not yet
commenced, and this communication is neither an offer to purchase
nor a solicitation of an offer to sell securities. At the time the
tender offer is commenced, Johnson & Johnson will cause Merger
Sub to file a tender offer statement on Schedule TO with the U.S.
Securities and Exchange Commission (“SEC”). Investors and ABIOMED security holders
are strongly advised to read the tender offer statement (including
an offer to purchase, letter of transmittal and related tender
offer documents) that will be filed by Johnson & Johnson with
the SEC and the related solicitation/recommendation statement on
Schedule 14D-9 that will be filed by ABIOMED with the SEC, when
they become available, because they will contain important
information. These documents will be available at no charge on
the SEC’s website at www.sec.gov. In addition, a copy of the offer
to purchase, letter of transmittal and certain other related tender
offer documents (once they become available) may be obtained free
of charge by directing a request to Johnson & Johnson, Office
of the Corporate Secretary, One Johnson & Johnson Plaza, New
Brunswick, NJ 08933, Attn: Corporate Secretary’s Office. A copy of
the solicitation/recommendation statement on Schedule 14D-9 (once
it becomes available) also may be obtained free of charge from
ABIOMED under the “Investors” section of ABIOMED’ website at
https://investors.abiomed.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221101005752/en/
Johnson & Johnson: Press Contacts Jake Sargent
jsargen3@its.jnj.com Rachel Hooper rhooper@its.jnj.com Investor
Contacts Jessica Moore jmoore29@its.jnj.com Sarah Wood
swood15@its.jnj.com Abiomed: Jenny Leary
jleary@abiomed.com
Grafico Azioni ABIOMED (NASDAQ:ABMD)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni ABIOMED (NASDAQ:ABMD)
Storico
Da Gen 2024 a Gen 2025
