Johnson & Johnson to Acquire Abiomed

November 1, 2022—Johnson & Johnson (J&J) and Abiomed announced that they have entered into a definitive agreement under which J&J will acquire all outstanding shares of Abiomed for a total transaction value of approximately $16.6 billion. After completion of the transaction, Abiomed will operate as a standalone business within Johnson & Johnson MedTech (JJMT), becoming one of 12 JJMT priority platforms as defined by annual sales of at least $1 billion each.

J&J is headquartered in New Brunswick, New Jersey. Abiomed is based in Danvers, Massachusetts.

According to the companies, the transaction was unanimously approved by the boards of directors of both companies. The transaction is expected to be completed before the end of the first quarter of 2023 and is conditioned on the tender of a majority of the outstanding shares of Abiomed’s common stock, as well as the receipt of applicable regulatory approvals and other customary closing conditions.

Under the terms of the agreement, a wholly owned subsidiary of J&J (Merger Sub) will commence a tender offer for all outstanding shares of Abiomed, whereby Abiomed stockholders will be offered an upfront payment of $380.00 per share in cash, along with one nontradeable contingent value right that entitles them to up to an additional $35.00 per share in cash if certain clinical and commercial milestones are achieved.

The companies advised that Abiomed’s line of Impella heart pumps will complement JJMT’s portfolio, which includes the Biosense Webster electrophysiology business, and further accelerate JJMT’s shift into high-growth markets.

Impella devices have earned FDA approvals for treatment of patients with severe coronary artery disease requiring high-risk percutaneous coronary intervention; acute myocardial infarction; cardiogenic shock; and right heart failure. In addition to FDA approvals, Abiomed’s Impella portfolio includes an innovative research and development program and multiple randomized controlled trials that are underway with the aim of achieving Class I clinical guidelines for Impella.

J&J’s commercial and clinical expertise will complement Abiomed’s capabilities, accelerating access and adoption of these technologies to more patients around the world, stated the companies.

“We are pleased to have reached an agreement that reflects the remarkable value Abiomed created with our revolutionary Impella heart pump platform and promising pipeline,” commented Michael R. Minogue, Abiomed’s Chairman, President, and Chief Executive Officer, in the press release. “This transaction partners us with an organization that shares our patients-first mindset and creates immediate value for our patients, customers, employees, and shareholders. It will enable us to leverage Johnson & Johnson’s global scale, commercial strength, and clinical expertise to accelerate our mission of making heart recovery the global standard of care.”

Joaquin Duato, Chief Executive Officer of J&J, stated in the press release, “The addition of Abiomed is an important step in the execution of our strategic priorities and our vision for the new Johnson & Johnson focused on pharmaceutical and medtech. We have committed to enhancing our position in medtech by entering high-growth segments. The addition of Abiomed provides a strategic platform to advance breakthrough treatments in cardiovascular disease and helps more patients around the world while driving value for our shareholders.”

Ashley McEvoy, Executive Vice President and Worldwide Chairman of MedTech at J&J added, “Abiomed’s skilled workforce and strong relationships with clinicians, along with its innovative cardiovascular portfolio and robust pipeline, complement our medtech portfolio, global footprint, and robust clinical expertise. Together, we have the incredible opportunity to bring lifesaving innovations to more patients around the world. We are committed to investing for growth and look forward to welcoming the talented team and working together to foster our shared patient-first mindset and winning culture of innovation.”

The companies noted that Michael Minogue has an established succession plan to sustain a strong future and will assist in the transition. Andrew Greenfield, who has served 17 years with Abiomed, most recently as Chief Commercial Officer, has been appointed President of Abiomed.

J&J’s Michael Bodner will lead the integration under Ashley McEvoy’s leadership. He has more than 15 years of experience as an executive in the interventional cardiovascular industry at J&J and Abbott Vascular. Most recently, he served as Worldwide President of J&J's Biosense Webster electrophysiology business.