Abbott starts exchange offer, consent solicitation for St. Jude notes

New York, Feb. 21 – Abbott announced an exchange offer and consent solicitation for five series of notes issued by St. Jude Medical, LLC, the successor to St. Jude Medical, Inc., which Abbott acquired in January.

For each $1,000 principal amount of the St. Jude notes, Abbott is offering $1,000 principal amount of its own notes with the same coupon and maturity date plus $2.50 in cash.

The total includes an early participation premium of $30.00 in Abbott notes per $1,000 principal amount of St. Jude notes that will only be paid to holders who tender by 5 p.m. ET on March 6, the consent date.

The exchange ends at 11:59 p.m. ET on March 20.

In the consent solicitation, Abbott is seeking to amend the indentures for the St. Jude notes in order to eliminate various covenants, event of default provisions and other provisions.

To make the changes, the company needs consents from holders of a majority of the notes of each series.

The offer covers the following St. Jude notes:

• $500 million of 2% senior notes due 2018;

• $500 million of 2.8% senior notes due 2020;

• $900 million of 3.25% senior notes due 2023;

• $500 million of 3.875% senior notes due 2025; and

• $700 million of 4.75% senior notes due 2043.

The dealer managers are BofA Merrill Lynch (888 292-0070 or 980 387-3907), Barclays (800 438-3242, 212 528-7581 or us.lm@barclays.com) and Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057 or lmgny@morganstanley.com).

The exchange agent and information agent is D.F. King & Co., Inc. (212 269-5550, 800 659-6590, abt@dfking.com or www.dfking.com/abt).

Completion of the exchange is subject to the receipt of consents for a majority of each series of St. Jude notes and the registration statement for the exchange being declared effective by the Securities and Exchange Commission.

Abbott is an Abbott Park, Ill., health care company with offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals.

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