{"id":41186,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/notice-of-tender-offer-abbott-laboratories.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"notice-of-tender-offer-abbott-laboratories","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/notice-of-tender-offer-abbott-laboratories.html","title":{"rendered":"Notice of Tender Offer – Abbott Laboratories"},"content":{"rendered":"

Notice of Offer to Purchase for Cash <\/strong><\/p>\n

All Outstanding Shares Of Common Stock
\nincluding the Associated Preferred Stock Purchase Rights <\/strong><\/p>\n

of <\/strong><\/p>\n

Facet Biotech Corporation <\/strong><\/p>\n

at
\n<\/strong>$27.00 Per Share <\/strong><\/p>\n

by <\/strong><\/p>\n

Amber Acquisition Inc. <\/strong><\/p>\n

a wholly-owned subsidiary of <\/strong><\/p>\n

Abbott Laboratories <\/strong><\/p>\n

Amber Acquisition Inc., a Delaware corporation (the
\n“Purchaser<\/em><\/strong>“) and a wholly-owned subsidiary of Abbott
\nLaboratories, an Illinois corporation (“Abbott<\/em><\/strong>“), is
\noffering to purchase all of the outstanding shares of common stock, par value
\n$0.01 per share, including the associated preferred stock purchase rights (the
\n“Shares<\/em><\/strong>“), of Facet Biotech Corporation, a Delaware
\ncorporation (“Facet<\/em><\/strong>“), at a price of $27.00 per Share
\n(the “Offer Price<\/em><\/strong>“), in cash (without interest and
\nsubject to any required withholding taxes) upon the terms and subject to the
\nconditions set forth in the Offer to Purchase, dated March 23, 2010 (as it may
\nbe amended or supplemented from time to time, the “Offer to
\nPurchase<\/em><\/strong>“), and in the related letter of transmittal (as it may be
\namended or supplemented from time to time, the “Letter of
\nTransmittal<\/em><\/strong>,” and together with the Offer to Purchase, the
\n“Offer<\/em><\/strong>“). Tendering stockholders who have Shares
\nregistered in their names and who tender directly to BNY Mellon Shareowner
\nServices, which is acting as the depositary in connection with the Offer (the
\n“Depositary<\/em><\/strong>“) will not be charged brokerage fees or
\ncommissions or, except as provided in the Letter of Transmittal, transfer taxes
\non the purchase of Shares pursuant to the Offer. Stockholders who hold their
\nShares through a broker, dealer, commercial bank, trust company or other nominee
\nshould consult with such institution as to whether it charges any such fees or
\ncommissions. Abbott or the Purchaser will pay all charges and expenses of the
\nDepositary, Georgeson Securities Corporation, which is acting as Dealer Manager
\nfor the Offer (the “Dealer Manager<\/em><\/strong>“), and
\nGeorgeson Inc., which is acting as Information Agent for the Offer (the
\n“Information Agent<\/em><\/strong>“), incurred in connection with the
\nOffer. The Purchaser is offering to purchase all the Shares as a first step in
\nacquiring the entire equity interest in Facet. Following completion of the
\nOffer, the Purchaser intends to effect the Merger (as defined below).<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
\nYORK CITY TIME, ON MONDAY, APRIL 19, 2010 (THE END OF THE DAY ON MONDAY), UNLESS
\nTHE OFFER IS EXTENDED.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

There is no financing condition to the Offer. The Offer is
\nconditioned upon, among other things, (i) the satisfaction of the Minimum
\nCondition (as described below), (ii) the expiration or termination of the
\napplicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
\nof 1976, as amended, and (iii) since March 9, 2010, no Material Adverse Effect
\n(as defined in the Merger Agreement) having occurred. The term
\n“Minimum Condition<\/em><\/strong>” is defined in
\nSection 14:”Conditions of the Offer” of the Offer to Purchase and generally
\nrequires that the number of Shares validly tendered and not properly withdrawn
\nprior to the expiration of the Offer, together with the number of Shares then
\ndirectly or indirectly owned by Abbott or the Purchaser, represents at least a
\nmajority of all outstanding voting securities of Facet (determined on a fully
\ndiluted basis). The Offer is also subject to other conditions set forth in the
\nOffer to Purchase. See Section 14:”Conditions of the Offer” of the Offer to
\nPurchase. Abbott and the Purchaser reserve the right to waive any of the
\nconditions to the Offer in their sole discretion, other than the Minimum
\nCondition.<\/p>\n

The purpose of the Offer is to acquire control of, and the entire
\nequity interest in, Facet. No appraisal rights are available to holders of
\nShares in connection with the Offer.<\/p>\n

The Offer is being made pursuant to an Agreement and Plan of Merger,
\ndated as of March 9, 2010 (as it may be amended or supplemented from time to
\ntime, the “Merger Agreement<\/em><\/strong>“), by and among Abbott,
\nthe Purchaser and Facet. The Merger Agreement provides, among other things,
\nthat, following the completion of the Offer, upon the terms and subject to the
\nconditions of the Merger Agreement and in accordance with the Delaware General
\nCorporation Law, the Purchaser will be merged with and into Facet (the
\n“Merger<\/em><\/strong>“), with Facet surviving the Merger as a
\nwholly-owned subsidiary of Abbott. At the effective time of the Merger, each
\nShare then issued and outstanding (other than Shares owned by Facet, any
\nwholly-owned subsidiary of Facet, Abbott or the Purchaser, and Shares held by
\ndissenting stockholders who properly exercised appraisal rights under Delaware
\nlaw) will, by virtue of the Merger and without any action on the part of the
\nholders of the Shares, be converted into the right to receive $27.00 in cash, or
\nany higher price paid per Share in the Offer (without interest and subject to
\nany required withholding taxes) upon surrender of the certificate or
\ncertificates formerly representing such Shares. The Merger Agreement is more
\nfully described in Section 11(b):”The Merger Agreement” of the Offer to
\nPurchase.<\/p>\n

The board of directors of Facet (the “<\/strong>Facet
\nBoard<\/em><\/strong>“) has unanimously (i) determined that the Offer, the
\nMerger and the Merger Agreement and the transactions contemplated by the Merger
\nAgreement, are fair to and in the best interests of Facet and the stockholders
\nof Facet, (ii) approved and declared advisable the Merger Agreement, the Offer
\nand the Merger and (iii) recommended that the stockholders of Facet accept the
\nOffer and tender their Shares to the Purchaser pursuant to the Offer and, to the
\nextent required by applicable law, adopt the Merger Agreement (the
\n“<\/strong>Facet Board
\nRecommendation<\/em><\/strong>“).<\/strong><\/p>\n

Facet has granted the Purchaser an option (the “Top-Up
\nOption<\/em><\/strong>“), exercisable in whole but not in part on one or more
\noccasions upon the terms and subject to the conditions set forth in the Merger
\nAgreement, to purchase, at a price per Share equal to the Offer Price, an
\naggregate number of Shares equal to the lowest number of Shares that, when added
\nto the number of Shares owned directly or indirectly by Abbott, at the time of
\nsuch exercise, will constitute one Share more than 90% of the Shares (determined
\non a fully diluted basis) outstanding immediately after the issuance of Shares
\npursuant to the exercise of the Top-Up Option. The Purchaser may exercise the
\nTop-Up Option at any time after the Purchaser has accepted for payment all
\nShares validly tendered in the Offer and not properly withdrawn. The Top-Up
\nOption is not exercisable for a number of Shares in excess of the number of
\nauthorized Shares available for issuance (giving effect to Shares reserved for
\nissuance under Facet’s equity plans as if such Shares were outstanding). The
\nTop-Up Option is intended to expedite the timing of the completion of the Merger
\nby permitting the Purchaser to effect a merger pursuant to applicable Delaware
\nlaw at a time when the approval of the Merger at a meeting of the stockholders
\nof Facet would otherwise be assured because of Abbott’s and the Purchaser’s
\ncollective ownership of a majority of the Shares following completion of the
\nOffer.<\/p>\n

\n

Upon the terms and subject to the conditions of the Merger Agreement,
\nin the event that the Purchaser acquires at least 90% of the then-outstanding
\nShares pursuant to the Offer, the parties have agreed to use their reasonable
\nbest efforts to cause the Merger to become effective, in accordance with
\nSection 253 of the Delaware General Corporation Law, as soon as practicable
\nafter the conditions to the Merger are satisfied, without a meeting of the
\nstockholders of Facet.<\/p>\n

For purposes of the Offer, the Purchaser will be deemed to have
\naccepted for payment, and thereby purchased, Shares validly tendered and not
\nproperly withdrawn as, if and when the Purchaser gives oral or written notice to
\nthe Depositary of the Purchaser’s acceptance for payment of such Shares pursuant
\nto the Offer. Upon the terms and subject to the conditions of the Offer, payment
\nfor Shares accepted for payment pursuant to the Offer will be made by deposit of
\nthe Offer Price with the Depositary, which will act as agent for tendering
\nstockholders of Facet for the purpose of receiving payments from the Purchaser
\nand transmitting such payments, less any required withholding taxes, to
\nstockholders of Facet whose Shares have been accepted for payment. Under no
\ncircumstances will interest on the Offer Price be paid by the Purchaser,
\nregardless of any extension of the Offer or any delay in making such payment.\n<\/p>\n

In all cases, payment for Shares tendered and accepted for payment
\npursuant to the Offer will be made only after timely receipt by the Depositary
\nof (1) certificates representing such Shares, or timely confirmation of a
\nbook-entry transfer of such Shares into the Depositary’s account at The
\nDepository Trust Company pursuant to the procedures set forth in
\nSection 3:”Procedures for Accepting the Offer and Tendering Shares” of the Offer
\nto Purchase, (2) a Letter of Transmittal (or a facsimile thereof), properly
\ncompleted and duly executed, with any required signature guarantees or an
\nAgent’s Message (as defined in Section 2:”Acceptance for Payment and Payment for
\nShares” of the Offer to Purchase) in connection with book-entry transfer, and
\n(3) any other documents required by the Letter of Transmittal.<\/p>\n

Unless the Merger Agreement has been terminated in accordance with
\nits terms, the Purchaser may, without the consent of Facet, extend the Offer for
\none or more consecutive periods of up to ten business days each, until and
\nincluding July 31, 2010, if, at the then-scheduled expiration of the Offer, any
\nof the conditions to the Offer (which are described in Section 14:”Conditions of
\nthe Offer” of the Offer to Purchase) have not been satisfied or waived. The
\nMerger Agreement provides that, unless otherwise agreed in writing by Facet, the
\nPurchaser will extend the Offer for consecutive periods of up to ten business
\ndays each, if, at the then-scheduled expiration of the Offer, any of the
\nconditions to the Offer have not been satisfied or waived by Abbott or the
\nPurchaser. However, the Merger Agreement provides that the Purchaser will not be
\nrequired to extend the Offer (i) beyond July 31, 2010, or (ii) after Facet
\ndelivers, or is required to deliver, to Abbott a notice with respect to a
\ncompeting takeover proposal that has been received by Facet, its subsidiaries,
\nor a representative of Facet (as described under Section 11(b):”The Merger
\nAgreement:Fiduciary Right of Termination or Adverse Recommendation Change” of
\nthe Offer to Purchase) at least ten business days prior to the then-scheduled
\nexpiration of the Offer, except to the extent that prior to such expiration of
\nthe Offer (a) the competing takeover proposal giving rise to such notice has
\nbeen withdrawn or the Facet Board has rejected the competing takeover proposal,
\n(b) the Facet Board has reconfirmed the Facet Board Recommendation, and (c) the
\nwithdrawal or rejection of such competing takeover proposal and the
\nreconfirmation of the Facet Board Recommendation have been publicly announced by
\nFacet. The Merger Agreement provides that the Purchaser will also extend the
\nOffer for any period or periods required by applicable law or applicable rules,
\nregulations, interpretations or positions of the Securities and Exchange
\nCommission or its staff or the NASDAQ Global Market.<\/p>\n

Any extension, waiver or amendment of the Offer, delay in acceptance
\nfor payment or payment, or termination of the Offer will be followed, as
\npromptly as practicable, by public announcement thereof, such announcement in
\nthe case of an extension to be made no later than 9:00 a.m., New York City time,
\non the next business day after the previously scheduled expiration of the Offer.
\nDuring any such extension, all Shares previously tendered and not properly
\nwithdrawn will remain subject to the Offer, subject to the rights of a tendering
\nstockholder to withdraw such stockholder’s Shares.<\/p>\n

\n

If, at the expiration of the Offer, all of the conditions to the
\nOffer have been satisfied or waived, the Purchaser will accept for payment and
\npromptly pay for Shares tendered and not properly withdrawn in the Offer.
\nFollowing the Purchaser’s acceptance and payment for Shares tendered in the
\nOffer, the Purchaser may, in order to enable it to acquire 90% of the Shares
\nthen outstanding, provide for a subsequent offering period (and one or more
\nextensions thereof) of three to 20 business days as provided in Rule 14d-11
\nunder the Securities Exchange Act of 1934, as amended, during which stockholders
\nof Facet may tender, but not withdraw, their Shares and receive the Offer Price.
\nThe Purchaser is not required to provide for a subsequent offering period.<\/p>\n

Shares tendered pursuant to the Offer may be withdrawn at any time
\nprior to the expiration of the Offer. After the expiration of the Offer, tenders
\nof Shares are irrevocable. If not accepted for payment by the Purchaser pursuant
\nto the Offer prior to May 21, 2010, Shares may also be withdrawn at any time
\nafter May 21, 2010. For a withdrawal of Shares to be effective, a written or
\nfacsimile transmission notice of withdrawal must be timely received by the
\nDepositary at one of its addresses or fax numbers set forth on the back cover of
\nthe Offer to Purchase. Any such notice of withdrawal must specify the name of
\nthe person who tendered the Shares to be withdrawn, the number of Shares to be
\nwithdrawn and the name of the registered holder, if different from that of the
\nperson who tendered such Shares. If certificates for the Shares to be withdrawn
\nhave been delivered or otherwise identified to the Depositary, then, prior to
\nthe physical release of the certificates, the serial numbers shown on such
\ncertificates must be submitted to the Depositary and the signatures on the
\nnotice of withdrawal must be guaranteed by an Eligible Institution (as defined
\nin the Offer to Purchase) unless such Shares have been tendered for the account
\nof an Eligible Institution. If Shares have been tendered pursuant to the
\nprocedure for book-entry transfer as set forth in Section 3:”Procedures for
\nAccepting the Offer and Tendering Shares” of the Offer to Purchase, any notice
\nof withdrawal must specify the name and number of the account at The Depository
\nTrust Company to be credited with the withdrawn Shares. All questions as to form
\nand validity (including time of receipt) of any notice of withdrawal will be
\ndetermined by the Purchaser, in its sole discretion. None of the Purchaser,
\nAbbott, any of their affiliates or assigns, the Depositary, the Dealer Manager,
\nthe Information Agent or any other person or entity will be under any duty to
\ngive notification of any defects or irregularities in any notice of withdrawal
\nor incur any liability for failure to give such notification. Withdrawals of
\nShares may not be rescinded. Any Shares properly withdrawn will thereafter be
\ndeemed not to have been validly tendered for purposes of the Offer. However,
\nwithdrawn Shares may be re-tendered at any time prior to the expiration of the
\nOffer or during a subsequent offering period by following one of the procedures
\ndescribed in Section 3:”Procedures for Accepting the Offer and Tendering Shares”
\nof the Offer to Purchase.<\/p>\n

The information required to be disclosed by Rule 14d-6(d)(1) under
\nthe Securities Exchange Act of 1934, as amended, is contained in the Offer to
\nPurchase and is incorporated herein by reference.<\/p>\n

Facet has provided the Purchaser with Facet’s stockholder list and
\nsecurity position listing for the purpose of disseminating the Offer to holders
\nof Shares. The Offer to Purchase and the related Letter of Transmittal and, if
\nrequired, other relevant materials will be mailed by the Purchaser to record
\nholders of Shares and furnished to brokers, dealers, commercial banks, trust
\ncompanies and other nominees whose names appear on the stockholder list or, if
\napplicable, who are listed as participants in a clearing agency’s security
\nposition listing, for subsequent transmittal to beneficial owners of Shares.\n<\/p>\n

The receipt of cash for Shares in the Offer or the Merger will be a
\ntaxable transaction for United States federal income tax purposes and may also
\nbe a taxable transaction under applicable state, local or foreign tax laws.
\nShareholders should consult with their tax advisors as to the particular tax
\nconsequences of the Offer and the Merger to them, including the applicability
\nand effect of the alternative minimum tax and any state, local or foreign income
\nand other tax laws and of changes in such tax laws. For a more complete
\ndescription of material U.S. federal income tax consequences of the Offer and
\nthe Merger, see Section 5:”Material United States Federal Income Tax
\nConsequences” of the Offer to Purchase.<\/p>\n

\n

The Offer to Purchase and the related Letter of Transmittal contain
\nimportant information which should be read carefully before any decision is made
\nwith respect to the Offer.<\/strong><\/p>\n

Any questions and requests for assistance may be directed to the
\nInformation Agent or the Dealer Manager as set forth below. Requests for copies
\nof the Offer to Purchase and the related Letter of Transmittal and all other
\ntender offer materials may be directed to the Information Agent, and copies will
\nbe furnished promptly at Abbott’s expense. Neither Abbott nor the Purchaser will
\npay any fees or commissions to any broker, dealer, commercial bank, trust
\ncompany or other nominee (other than the Dealer Manager and the Information
\nAgent) for soliciting tenders of Shares pursuant to the Offer.<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
The Dealer Manager for the Offer is:<\/em><\/td>\n<\/td>\n The Information Agent for the Offer is:<\/em><\/td>\n<\/tr>\n
\n
\n<\/strong><\/td>\n		<\/td>\n\n
\n<\/strong><\/td>\n<\/tr>\n
\n

Georgeson
\n Securities Corporation <\/strong><\/p>\n

199 Water Street
\n26th Floor
\nNew York, New York 10038
\nToll-Free: (800) 445-1790<\/p>\n<\/td>\n

<\/td>\n\n

Georgeson<\/p>\n

199 Water Street
\n26th Floor
\nNew York, New York 10038
\nBanks and Brokerage Firms, Please Call:
\n(212) 440-9800
\nStockholders and All Others Call Toll-Free:
\n(800) 259-3515<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

March 23, 2010<\/p>\n

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