Biotech Values

[DewDiligence]

ABT/STJ—The legalities of mergers between large multinational companies often require multi-part machinations; from ABT’s 8-K filing yesterday:

https://www.sec.gov/Archives/edgar/data/1800/000110465917000934/a17-1375_18k.htm

On January 4, 2017, Abbott completed the acquisition of St. Jude Medical, Inc. (“ St. Jude Medical ”), pursuant to the Agreement and Plan of Merger, dated as of April 27, 2016 (the “ Merger Agreement ”), by and among Abbott, St. Jude Medical, Vault Merger Sub, Inc. and Vault Merger Sub, LLC. Abbott completed the acquisition of St. Jude Medical through two mergers: (1) first, Vault Merger Sub, Inc., a wholly owned subsidiary of Abbott, was merged with and into St. Jude Medical, with St. Jude Medical surviving the merger as a wholly owned subsidiary of Abbott (the “ First Merger ”), and (2) second and promptly after the First Merger, St. Jude Medical was merged with and into Vault Merger Sub, LLC, with Vault Merger Sub, LLC surviving the merger as a wholly owned subsidiary of Abbott and being renamed St. Jude Medical, LLC (“ SJM LLC ”) (the “ Second Merger ” and together with the First Merger, the “ Mergers ”).

A lawyer’s dream, LOL.