balances and cash equivalents) to Facet, which cash amount was equal
to the par value of such Shares, and issuing a promissory note to Facet in
the amount of $1,690,978,964.45.
Pursuant to the Merger Agreement, also on April 21, 2010, Abbott
effected a short-form merger (the Merger) in accordance with Section 253
of the General Corporation Law of the State of Delaware (the DGCL). In the Merger, the Purchaser was merged
with and into Facet with Facet continuing as the surviving corporation and a
wholly-owned subsidiary of Abbott. At
the effective time of the Merger, each Share outstanding immediately prior to
the effective time (other than Shares owned by Facet, any wholly-owned
subsidiary of Facet, Abbott or the Purchaser, and Shares held by dissenting
stockholders who properly exercise appraisal rights under the DGCL) was
converted into the right to receive $27.00 in cash, without interest and
subject to any required withholding taxes. The Purchaser will pay up to an
aggregate of $161,460,918 to holders of Shares acquired pursuant to the
Merger, which will be funded through Abbotts existing cash balances and cash
equivalents.
|
The purpose of the Offer and the Merger is to acquire control of, and
the entire equity interest in, Facet.
On March 23, 2010, the Purchaser commenced the Offer upon the
terms and subject to the conditions set forth in the Offer to Purchase and
the Letter of Transmittal. The Offer expired at 12:00 midnight, New York City
time, at the end of the day on April 19, 2010. All Shares that were
validly tendered and not properly withdrawn were accepted for purchase by the
Purchaser on April 20, 2010.
On April 21, 2010, the Purchaser exercised the Top-Up Option
under the Merger Agreement and purchased 62,652,055 newly-issued Shares from
Facet at the Offer Price. The Shares
purchased pursuant to the Top-Up Option, together with the Shares accepted
for purchase upon expiration of the Offer, constituted more than 90% of the
Shares (determined on a fully diluted basis) that were outstanding
immediately after the issuance of the Shares pursuant to the exercise of the
Top-Up Option. As a result, pursuant
to the Merger Agreement, on April 21, 2010, Abbott effected the Merger
in accordance with Section 253 of the DGCL, which provides that, if a
corporation owns at least 90% of the outstanding shares of each class of
stock of a subsidiary corporation, the corporation holding such stock may
merge such subsidiary into itself, or itself into such subsidiary, without
any action or vote on the part of the board of directors or the stockholders
of such other corporation. In the
Merger, the Purchaser was merged with and into Facet with Facet continuing as
the surviving corporation and a wholly-owned subsidiary of Abbott. At the effective time of the Merger, each
Share outstanding immediately prior to the effective time (other than Shares
owned by Facet, any wholly-owned subsidiary of Facet, Abbott or the
Purchaser, and Shares held by dissenting stockholders who properly exercise
appraisal rights under the DGCL) was converted into the right to receive
$27.00 in cash, without interest and subject to any required withholding
taxes.
As a result of the Merger, the Shares are no longer traded on the
NASDAQ Global Select Market, there is no public market for the Shares and
registration of the Shares under the Securities Exchange Act of 1934, as
amended, will be terminated.
As of the date of this Schedule 13D, and except as otherwise provided
in the Offer to Purchase, the business and operations of Facet have been
continued substantially as they were being conducted prior to the Merger.
Abbott intends to conduct a comprehensive review of Facets business,
operations, capitalization and management with a view to optimizing the
development of Facets potential in conjunction with Abbotts existing
business.
All information contained in Section 11 Purpose of the Offer;
the Merger Agreement; the Confidentiality Agreement; the IL-12 Patent License
Agreement; the Humanization Agreements; Statutory Requirements; Appraisal
Rights; Going Private Transactions; Plans for Facet; Recent Developments
Relating to Facet; and Section 7 Possible Effects of the Offer on
the Market for the Shares; NASDAQ Global Market Listing; Exchange Act
Registration; Margin Regulations of the Offer to Purchase is incorporated
herein by reference. Except as set forth in this Schedule 13D (including any
information incorporated by reference) and in connection with the
transactions described above, none of the Reporting Persons has any plan or
proposal that relates to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 to Schedule 13D.
The information set forth, or incorporated by reference, in Items 3,
5 and 6 of this Schedule 13D is hereby incorporated by this reference in this
Item 4.
|