EX-99.2 3 d378394dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

The following is an email sent to all Company employees on November 4, 2022, containing a link to a Q&A regarding the transaction. The Q&A is filed separately as Exhibit 99.3 to this Schedule 14D-9c.

ENGLISH

SUBJECT LINE: Employee Q&A Update – Nov. 4, 2022

EMAIL TEXT

INTERNAL COMMUNICATIONS ONLY – DO NOT FORWARD

Hello everyone.

Thank you for submitting your questions about Tuesday’s announcement to questions@abiomed.com. An additional employee Q&A document can be accessed by clicking here [LINK: abiomed.app.box.com]. Please continue to send questions to questions@abiomed.com and we will do our best to provide answers.

GERMAN

SUBJECT LINE: Update zu Mitarbeiterfragen - 4. November 2022

EMAIL TEXT

NUR FÜR INTERNE MITTEILUNGEN - NICHT WEITERLEITEN

Hallo zusammen.

Vielen Dank, dass Ihr uns Eure Fragen zur Ankündigung vom Dienstag an questions@abiomed.com geschickt habt. Ein zusätzliches Dokument mit Fragen und Antworten aller Kollegen könnt Ihr hier abrufen [LINK: abiomed.app.box.com]. Bitte sendet Eure Fragen weiterhin an questions@abiomed.com und wir werden unser Bestes tun, sie schnellstmöglich zu beantworten.

JAPANESE

Email text :

社外秘情報 転送・コピー不可

Abiomedの皆さん

火曜日の発表に関するご質問を questions@abiomed.com までお寄せいただき、ありがとうございました。追加の従業員向け Q&Aは[LINK: こちらをクリック]するとご覧いただけます。 引き続き、questions@abiomed.com までご質問をお寄せください。皆さんの質問に回答できるよう最善を尽くします。


Additional Information and Where to Find it

The tender offer described in this communication has not yet commenced. This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of ABIOMED, Inc. At the time the offer is commenced, Johnson & Johnson and its merger subsidiary, Athos Merger Sub, Inc., will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission, and ABIOMED, Inc. will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. ABIOMED, Inc. stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement, as they may be amended from time to time, when they become available because they will contain important information that should be read carefully before any decision is made with respect to the tender offer. These materials will be sent free of charge to all stockholders of ABIOMED, Inc. In addition, all of these materials (and all other materials filed by ABIOMED, Inc. with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by ABIOMED, Inc. at https://investors.abiomed.com/investors/financials/sec-filings/default.aspx.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, may be forward-looking statements. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “should,” “likely,” “will” and other words and terms of similar meaning. Forward-looking statements include, among other things, statements regarding the potential benefits of the proposed transaction; the prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for ABIOMED’s business; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; any potential strategic benefits, synergies or opportunities expected as a result of the proposed transaction; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties.

Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; the risk that the proposed transaction may not be completed in a timely manner or at all; uncertainties as to how many of ABIOMED’s stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effect of this announcement or pendency of the proposed transaction on the ABIOMED’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; risks related to diverting management’s attention from ABIOMED’s ongoing business operations; the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; the potential that the strategic benefits, synergies or opportunities expected from the proposed acquisition may not be realized or may take longer to realize than expected; the successful integration of ABIOMED into Johnson & Johnson subsequent to the closing of the transaction and the timing of such integration; other business effects, including the effects of industry, economic or political conditions outside of ABIOMED’s control; transaction costs; and other risks and uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission (“SEC”) by ABIOMED, including ABIOMED’s current annual report on Form 10-K on file with the SEC, as well as the Schedule 14D-9 to be filed by ABIOMED and the tender offer documents to be filed by Johnson & Johnson and Athos Merger Sub, Inc. The effects of the COVID-19 pandemic may give rise to risks that are currently unknown or amplify the risks associated with many of these factors.

ABIOMED is providing the information in this filing as of this date and assumes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise.