According to the Complaint, on April 28, 2016, St. Jude and Abbott issued a joint press release announcing entry into an Agreement and Plan of Merger dated April 27, 2016 (the “Merger Agreement”) to sell St. Jude to Abbott, whereby St. Jude shareholders will receive $46.75 in cash and 0.8708 shares of Abbott common stock for each share of St. Jude common stock they own (the “Merger Consideration”). According to the joint press release, the Merger Consideration is purportedly valued at $85.00 per share, based on Abbott’s 5-day volume weighted average share price of $43.93 as of April 26, 2016. The Proposed Transaction is purportedly valued at approximately $25 billion.
The Complaint alleges on June 13, 2016, Abbott filed a Form S-4 Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) (the “Registration Statement”) that omitted or misrepresented material information regarding the Proposed Transaction in violation of Sections 14(a) and 20(a) of the Exchange Act and in contravention of the Individual Defendants’ disclosure duties under state law. The Registration Statement failed to disclose material information regarding: (i) the process by which the Board entered into the Proposed Transaction; (ii) the key data and inputs underlying the financial valuation analyses that purport to support the fairness opinion (“Fairness Opinion”) provided to the Board by its financial advisor, Guggenheim Securities, LLC (“Guggenheim”); and (iii) certain financial projections prepared by St. Jude and relied upon by Guggenheim in issuing its Fairness Opinion regarding the Proposed Transaction.