0001104659-16-115328.txt : 20160428 0001104659-16-115328.hdr.sgml : 20160428 20160428164515 ACCESSION NUMBER: 0001104659-16-115328 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160428 DATE AS OF CHANGE: 20160428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ST JUDE MEDICAL INC CENTRAL INDEX KEY: 0000203077 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411276891 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12441 FILM NUMBER: 161600759 BUSINESS ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 BUSINESS PHONE: 6517562000 MAIL ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST JUDE MEDICAL INC CENTRAL INDEX KEY: 0000203077 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411276891 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 BUSINESS PHONE: 6517562000 MAIL ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 425 1 a16-9814_5425.htm 425

 

FILED BY ST. JUDE MEDICAL, INC.

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND

DEEMED FILED PURSUANT TO RULE 14A-12 OF THE SECURITIES EXCHANGE ACT OF 1934

 

SUBJECT COMPANY: ST. JUDE MEDICAL, INC.
COMMISSION FILE NO. 1-12441

 

The following was made available to the employees of St. Jude Medical, Inc. on April 28, 2016:

 

From: Mike Rousseau

To: All employees

 

Today I am pleased to announce that St. Jude Medical has signed an agreement to be acquired by Abbott, a global healthcare company devoted to improving life through the development of products and technologies that span the breadth of healthcare. Together, we will create a best-in-class combined portfolio with depth and breadth of innovation focused on improving patient outcomes, reducing the cost of healthcare and delivering greater value to our customers. This transaction is valued at approximately $30 billion (including debt), making it the largest acquisition in Abbott’s history and a true testament to the business and brand we have established over the past 40 years.

 

Abbott believes that SJM is a compelling strategic, financial and cultural fit to enhance their long-term growth and vision. Abbott’s diversified portfolio includes leading offerings in medical devices, diagnostics, nutritionals, and branded generic pharmaceuticals. As a large, multi-national company with over $20 billion in sales and 74,000 employees serving customers in more than 150 countries, Abbott will help to enhance our global scale to bring our technologies to more patients in need around the world. Our portfolios are highly complementary. Together, we will offer customers a broad portfolio of solutions across virtually every segment of the cardiovascular care continuum, as well as neuromodulation, holding market leadership positions in many high-growth markets.

 

The acquisition is expected to close in Q4, at which time SJM will become an important addition to Abbott’s Medical Device businesses. I know that you will have many questions about what this means for the company and for you personally. While we don’t have many of those answers today, I can assure you that Abbott is focused on retaining employees, as they recognize it is our employees who are credited with building such a strong company.

 

St. Jude Medical has been on the other side of acquisitions numerous times, and I know many of you personally have gone through one or more acquisitions during your career in the medical device industry (including our newest colleagues from Thoratec). Merger and acquisition activity is a well-established dynamic of working in this business, and although it is often a time of uncertainty, it is often also a time of opportunity. I could not be more excited about the opportunity to take our business to the next level and to do it with a company as well-respected as Abbott.

 

Until the acquisition is closed, SJM and Abbott will continue to operate as two separate and independent companies in the market, and it remains business as usual. We will work to keep you updated on any key milestones throughout the process and answer your questions as best we can. Executive leaders will be working immediately to set up meetings to connect with their teams directly. We have also established a dedicated resource center on SJM Central, keyword: ABBOTT, which will house all relevant information and updates throughout the acquisition process. Here you will find background information on Abbott, a list of frequently asked

questions, and letter templates and messaging you can use with customers, suppliers and others.

 

I recognize that when we have news this big, the potential for distraction in our business is significant. We can’t let that happen. I ask that each of you make it your number one priority in the coming months to stay focused on meeting — and exceeding — our established business goals and continuing to deliver exceptional products and service to our customers. We have the ability as One SJM to rally around this opportunity together and set the stage for one of the most successful mergers in the history of the medical device industry.

 

Visit the ABBOTT Resource Center anytime by going to SJM Central and typing in Key Word: ABBOTT

 


 

Forward-Looking Statements

 

This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of St. Jude Medical, Inc. (the “Company”) and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the proposed combination (the “Merger”) of the Company and Abbott Laboratories; the expected timing of the completion of the Merger; the ability to complete the Merger considering the various closing conditions, including those conditions related to regulatory approvals; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits from the Merger may not materialize as expected; that the Merger may not be timely completed, if at all; that, prior to the completion of the Merger, the Company’s business may not perform as expected due to Merger-related uncertainty or other factors; and other risks that are described in the Company’s reports filed with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks described in the Company’s Annual Report on Form 10-K for its fiscal year ended January 2, 2016. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by applicable law.

 

Additional Information

 

In connection with the Merger, the Company and Abbott Laboratories will be filing documents with the SEC, including the filing by Abbott Laboratories of a registration statement on Form S-4, and the Company intends to mail a proxy statement regarding the proposed Merger to its shareholders that will also constitute a prospectus of Abbott Laboratories. Before making any voting or investment decision, investors are urged to read the proxy statement/prospectus when it becomes available because it will contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding these transactions, free of charge, at the SEC’s website (www.sec.gov), by accessing the Company’s website at http://www.sjm.com under the heading “Investor Relations” and then under the link “SEC Filings,” and from the Company by directing a request to the Company. These documents may also be obtained free of charge from the Company by requesting them by mail at St. Jude Medical, One St. Jude Medical Drive, St. Paul, MN 55117, Attention: Investor Relations, or by telephone at (651) 756-4347.

 

The Company and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the Merger. You can find information about the Company’s directors and executive officers in its definitive proxy statement filed with the SEC on March 22, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of these documents from the Company using the contact information above.

 

No Offer or Solicitation

 

The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.