- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2010-04-21 13:00:00
- Reporting Period:
- Filing Date:
- Accepted Time:
- 2010-04-21 17:07:32
- SEC Url:
- Form 4 Filing
|Cik||Name||Symbol||Sector (SIC)||IRS No|
|1441848||Facet Biotech Corp||FACT||Pharmaceutical Preparations (2834)||263070657|
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|1800||Laboratories Abbott||100 Abbott Park Road |
Abbott Park IL 60064
|1486751||Amber Acquisition Inc.||100 Abbott Park Road |
Abbott Park IL 60064
Reported Non-Derivative Transactions
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
- This form is a joint filing by Abbott Laboratories ("Abbott") and Amber Acquisition Inc., a wholly-owned subsidiary of Abbott (the "Purchaser").
- This Form 4 relates to shares of common stock, par value $0.01 per share (the "Common Stock"), and the associated preferred stock purchase rights issued in connection with the Rights Agreement, dated as of September 7, 2009, as amended by the amendments thereto dated as of December 15, 2009, December 16, 2009 and March 9, 2010, by and between Facet and Mellon Investor Services LLC (together with the Common Stock, the "Shares"), of Facet.
- Reflects Shares of Facet acquired by the Purchaser upon the exercise of the "top-up" option described in the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the Securities and Exchange Commission on March 23, 2010 by Abbott and the Purchaser (the "Schedule TO").
- Following the exercise of the "top-up" option, Facet was merged with and into the Purchaser with Facet surviving the merger as a wholly-owned subsidiary of Abbott pursuant to a "short-form merger" under Delaware law as described in the Schedule TO (the "Merger"). At the effective time of the Merger, these Shares were cancelled and ceased to exist.
- Reflects all of the outstanding shares of Facet not tendered in the offer, which may be deemed to have been acquired by Abbott and the Purchaser pursuant to the consummation of the Merger. At the effective time of the Merger, these Shares were cancelled and ceased to exist.
- Prior to the Merger, Abbott held 1,000 shares of the common stock, no par value per share, of the Purchaser (the "Purchaser Shares"), which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the Merger, each Purchaser Share was converted into one share of common stock of Facet, as the surviving corporation of the Merger, and as a result Abbott acquired 100% of the equity interest of Facet.