ABIOMED, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
Agreement and Plan of Merger
As previously disclosed in the Current Report on Form 8-K filed by
Pursuant to the Merger Agreement, and on the terms and subject to the conditions
thereof, on
The Offer expired at
Following completion of the Offer, on
At the effective time of the Merger (the "Effective Time"), and as a result of
the Merger, each outstanding Company Share, other than any Company Shares
(i) owned at the commencement of the Offer and immediately prior to the
Effective Time by Parent, Merger Sub or the Company (or held in the Company's
treasury), or by any direct or indirect wholly owned subsidiary of Parent or
Merger Sub, (ii) irrevocably accepted for purchase pursuant to the Offer, or
(iii) owned by Company stockholders who were entitled to demand and properly and
validly demanded their appraisal rights under
In addition, at the Effective Time, each Company equity-based award was canceled in exchange for the Cash Amount (less the exercise price in the case of any stock option) plus one CVR, in each case, multiplied by the number of Company Shares underlying such award. In the case of any such award subject to performance-based vesting conditions, the number of Company Shares underlying the award was generally determined based on actual performance for any performance periods that have been completed as of the Effective Time and maximum performance for all other performance periods. Notwithstanding the foregoing, any stock option with an exercise price that is greater than the Cash Amount was instead canceled in exchange for the right to receive cash payments . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Offer and the Merger, on
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference. From and after the Effective Time, holders of Company Shares (other than Dissenting Company Shares or Canceled Company Shares (each as defined in the Merger Agreement)) immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Offer Price for each Company Share held, pursuant to the Merger Agreement and the CVR Agreement).
Item 5.01 Changes in Control of Registrant.
At the Effective Time, the Company became a wholly owned subsidiary of Parent. As a result, a change of control of the Company occurred. The information contained in Items 2.01, 3.01 and 3.03 above and in Items 5.02 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Amendment to Change of Control Severance Agreement with
In accordance with the terms of the Merger Agreement, on
The foregoing description of the Trapp CIC Agreement Amendment is not complete and is qualified in its entirety by reference to the complete text of the Trapp CIC Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Transaction Bonuses to
In accordance with the terms of the Merger Agreement, on
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Executive Vice President, General Counsel and Corporate Secretary, in each case
payable upon the closing of the Merger. Each such transaction bonus was subject
to continued employment through the closing of the Merger and acknowledgement
and affirmation of the restrictive covenants previously entered into between the
Company and each of
Departure of Directors and Certain Executive Officers
Pursuant to the Merger Agreement, at the Effective Time, on
In addition, effective as of the closing of the Merger, the employment with the
Company of each of
Item 5.03 Amendments to Articles of Incorporations or Bylaws, Change in Fiscal
Year.
Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company (the "Certificate of Incorporation") was amended and restated in its entirety. The Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, pursuant to the Merger Agreement, at the Effective Time, the Company's by-laws ("By-Laws") were amended and restated in their entirety. The By-Laws are attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofOctober 31, 2022 , by and amongABIOMED, Inc. , Johnson & Johnson, andAthos Merger Sub, Inc. (filed as Exhibit 2.1 toABIOMED, Inc.'s Current Report on Form 8-K, filed onNovember 1, 2022 , and incorporated herein by reference).* 3.1 Second Amended and Restated Certificate of Incorporation ofABIOMED, Inc. 3.2 Second Amended and Restated By-Laws ofABIOMED, Inc. 10.1 First Amendment, effective as ofDecember 21, 2022 , to the Change of Control Severance Agreement, effective as ofApril 6, 2018 , by and betweenABIOMED, Inc. andTodd Trapp . 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
* Certain exhibits and schedules have been omitted pursuant to
Item 601(b)(2) of Regulation S-K.
supplemental copies of any of the omitted exhibits and schedules upon request
by the
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