Updated to correct St. Jude’s headquarters to St. Paul, Minn. from the inappropriately tagged Memphis, Tenn.
The St. Paul, Minn.-based company said the deal will put $46.75 cash in the hands of each stock holder for every share they hold, as well as 0.87 shares of Abbott for each share of St. Jude. The company said no fractional shares will be issued, and that any fractional shares will be paid in cash.
St. Jude said its board had already unanimously approved the merger, and urged its shareholders to join them and push the sale forward, according to the SEC filing.
In July, St. Jude & Abbott said that U.S. anti-trust regulators wanted more information about their proposed merger. The Federal Trade Commission’s requests meant that the waiting period on the deal was extended by 30 days “unless the period is extended voluntarily by the parties or terminated sooner by the FTC,” the companies said in separate but identical securities filings.
At Abbott’s 5-day volume weighted average share price of $43.93 as of April 26, the buyout is worth about $25 billion. That’s a 37% premium on the closing price of $61.97 for St. Jude shares the day before the acquisition was revealed.
The companies said at the time that the union will create a “best-in-class” competitor in nearly all segments of the cardiovascular market with the 1st or 2nd position “across large and high-growth cardiovascular device markets” with combined annual sales of about $8.7 billion. The deal also calls for Abbott to assume or refinance St. Jude’s $5.7 billion in net debt.
Abbott said it expects the transaction to add 21¢ to adjusted earnings per share in 2017 and 29¢ the next year. The Chicago-area healthcare giant has another large buyout pending, the nearly $6 billion acquisition of diagnostics firm Alere (NYSE:ALR). Abbott has said that it anticipates financing the purchases with outside financing. The Alere deal which drew scrutiny after White appeared to throw some shade, shareholders sued to block the deal and the U.S. Justice Dept. opened a probe; Abbott itself is reportedly auditing the diagnostics company’s books.
Earlier this month, the companies told a Delaware state court that they will seek to mediate their dispute over the merger before an independent arbitrator.