Johnson & Johnson Completes Acquisition of Abiomed

December 22, 2022—Johnson & Johnson announced it has completed its acquisition of Abiomed, Inc. On November 1, the companies announced that they had entered into a definitive agreement under which Johnson & Johnson would acquire all outstanding shares of Abiomed.

Johnson & Johnson’s tender offer for all outstanding shares of Abiomed for an upfront payment of $380.00 per share in cash—corresponding to an enterprise value of approximately $16.6 billion, which includes cash acquired—expired at 11:59 pm (EST) on December 21, 2022. Abiomed shareholders will also receive a nontradeable contingent value right (CVR) entitling the holder to receive up to $35.00 per share in cash if certain commercial and clinical milestones are achieved.

Abiomed is now part of Johnson & Johnson and will operate as a standalone business within Johnson & Johnson’s MedTech segment.

In connection with the merger, shares of Abiomed that were not tendered in the tender offer were acquired by Johnson & Johnson and converted into the right to receive $380.00 per share in cash plus a CVR. With the completion of the transaction, Abiomed’s common stock ceased trading on NASDAQ.

Johnson & Johnson advised that the acquisition was completed on December 22 through a “merger of Purchaser with and into Abiomed” in accordance with Section 251(h) of the General Corporation Law of the State of Delaware without a vote of Abiomed stockholders.

Joaquin Duato, Chief Executive Officer of Johnson & Johnson, stated in the press release, “We are excited to officially welcome the talented Abiomed team to Johnson & Johnson. Their patient-first philosophy aligns with Our Credo and Our Purpose to change the future of health for humanity. This acquisition marks another important step on Johnson & Johnson’s path to accelerating growth in our MedTech business and delivering innovative medical technologies to more people around the world.”

Ashley McEvoy, Executive Vice President and Worldwide Chairman of MedTech at Johnson & Johnson, added, “The completion of this acquisition allows Johnson & Johnson MedTech to expand our portfolio in the high-growth cardiovascular markets, adding solutions for heart recovery to our global market-leading Biosense Webster electrophysiology business. Fueled by Johnson & Johnson’s global scale and commercial and clinical strength, we are excited to explore the opportunities and possibilities ahead to reach even more patients with critical unmet needs.”