The European Commission’s decision on the deal requires the divestiture of a pair of device lines: St. Jude must deal its Angio-Seal and Femoseal vascular closure assets, including a manufacturing plant in Puerto Rico, and Abbott must deal the Vado steerable sheath it bought with the acquisition of Kalila Medical earlier this year.
Happily for Abbott and St. Jude, those assets are already slated for a $1 billion sale to Japan’s Terumo (TYO:4543).
“These commitments fully remove the overlap between Abbott and St Jude in the 2 markets where the commission had identified competition concerns. The commission was therefore able to conclude that the proposed transaction, as modified by the commitments, would no longer raise competition concerns. The decision is conditional upon full compliance with the commitments,” the European Commission regulators said in a prepared statement.
“When it comes to the interests of patients and healthcare systems, we have to make sure that prices stay competitive, that practitioners have sufficient choice and that promising innovative products are not abandoned by the merging companies. I am glad we have found a solution that allows this takeover to proceed, while ensuring that competition is preserved,” added Margrethe Vestager, the commission’s anti-trust policy chief.
In a U.S. securities filing last week, Abbott said it plans to pay for the deal with cash on hand and a $15.1 billion debt offering. The Abbott Park, Ill.-based healthcare giant floated $2.85 billion in 2.35% senior notes due in 2019; $2.85 billion in 2.9% notes due 2021; $1.5 billion in 3.4% notes due 2023; $3.0 billion in 3.75% notes due 2026; $1.65 billion in 4.75% notes due 2036; and $3.25 billion in 4.9% notes due 2046.
If the deal doesn’t go through by the end of next year, Abbott would have to redeem the 2019, 2023, 2026, 2036 and 2046 notes, but not the 2021 notes at a 101% premium plus interest, according to the filing.