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Abbott Announces Effectiveness of AbbVie Form 10 Registration Statement
Abbott Expects to Complete Separation of AbbVie on Jan. 1, 2013
By: PR Newswire
Dec. 7, 2012 05:47 PM
ABBOTT PARK, Ill., Dec. 7, 2012 /PRNewswire/ -- Abbott (NYSE: ABT) announced today that the Securities and Exchange Commission (SEC) has declared effective the Form 10 Registration Statement filed by AbbVie Inc., its research-based pharmaceuticals business. Abbott expects to complete the separation of AbbVie on Jan. 1, 2013.
On Nov. 28, 2012, Abbott's board of directors approved the separation of AbbVie, and declared a special dividend distribution of one share of AbbVie common stock for each Abbott common share outstanding as of the close of business on Dec. 12, 2012, the record date for the distribution. Abbott expects the special dividend of AbbVie stock will be distributed on Jan. 1, 2013.
There is no current market for AbbVie common stock. The New York Stock Exchange (NYSE) has authorized the listing of AbbVie common stock under the symbol "ABBV" following the distribution. AbbVie has been advised that trading in its common stock is expected to begin on a "when issued" basis on Dec. 10, 2012, under the symbol "ABBV.WI." "When issued" trading of AbbVie common stock will continue until Abbott pays the special dividend distribution of AbbVie common stock on Jan. 1, 2013. AbbVie "when issued" trades will settle after Jan. 1, 2013, with shares of AbbVie as a standalone company.
Beginning on Dec. 10, 2012, and continuing through Dec. 31, 2012, Abbott expects that common shares of Abbott will trade in two markets on the NYSE: "regular-way" under the symbol "ABT" and in the "ex-distribution" market under the symbol "ABT.WI." Abbott shares trading under "ABT" will carry the right to receive shares of AbbVie through the special dividend distribution. Abbott shares trading under "ABT.WI" will not carry the right to receive shares of AbbVie through the special dividend distribution.
Abbott shareholders who sell their shares in the "regular-way" market before Jan. 1, 2013, will also be selling their entitlement to receive the AbbVie special dividend distribution of AbbVie common stock. Abbott shareholders are encouraged to consult with their financial advisors regarding the specific consequences of selling Abbott common shares on or before Dec. 31, 2012.
On Jan. 2, 2013, regular-way trading will commence on the NYSE for AbbVie under the symbol "ABBV" and will continue for Abbott under the symbol "ABT."
AbbVie will be a research-based specialty biopharmaceuticals company with a broad portfolio of medicines, including leadership in immunology and virology, and a pipeline of breakthrough therapies. Abbott will be one of the largest science-based healthcare companies with diversified market-leading offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals – all aligned with favorable healthcare trends.
Abbott is a global, broad-based health care company devoted to the discovery, development, manufacture and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics. The company employs approximately 91,000 people and markets its products in more than 130 countries.
– Private Securities Litigation Reform Act of 1995 –
Some statements in this news release may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995, including the planned separation of the research-based pharmaceutical company from the diversified medical products company and the expected financial results of the two companies after the separation. Abbott cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, technological and other factors that may affect Abbott's operations are discussed in Item 1A, "Risk Factors," to our Annual Report on Securities and Exchange Commission Form 10-K for the year ended Dec. 31, 2011 and in Item 1A, "Risk Factors," to our quarterly report on Securities and Exchange Commission Form 10-Q for the quarter ended Sept. 30, 2012 and June 30, 2012, and are incorporated by reference. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.
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