Abbott Announces Pricing of AbbVie's $14.7 Billion Private Placement Notes Offering

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Nov 05, 2012, 06:56 ET

ABBOTT PARK, Ill., Nov. 5, 2012 /PRNewswire/ -- Abbott (NYSE: ABT) announced today that its wholly-owned subsidiary, AbbVie Inc., priced the private placement offering launched on Nov. 5, 2012, of $3.5 billion of 1.20% senior notes due 2015 (the "2015 Notes"), $4 billion of 1.75% senior notes due 2017 (the "2017 Notes"), $1 billion of 2.00% senior notes due 2018 (the "2018 Notes"), $3.1 billion of 2.90% senior notes due 2022 (the "2022 Notes"), $2.6 billion of 4.40% senior notes due 2042 (the "2042 Notes"), and $500 million of floating rate senior notes due 2015 (the "Floating Rate Notes," and, together with the 2015 Notes, the 2017 Notes, the 2018 Notes, the 2022 Notes and the 2042 Notes, the "Notes"). The closing of the offering is expected to occur on Nov. 8, 2012, subject to customary closing conditions.

Interest on the 2015 Notes, the 2017 Notes, the 2018 Notes, the 2022 Notes and the 2042 Notes will be payable semiannually, in cash in arrears, on May 6 and Nov. 6 of each year, commencing on May 6, 2013. Interest on the Floating Rate Notes will be payable quarterly, in cash in arrears, on Feb. 6, May 6, Aug. 6 and Nov. 6 of each year, commencing on Feb. 6, 2013. Each series of Notes initially will be guaranteed on an unsecured, unsubordinated basis by Abbott. Each of the Abbott guarantees will terminate upon the distribution of shares of AbbVie common stock to Abbott shareholders. AbbVie intends to use the net proceeds from the sale of the Notes (other than the 2022 Notes, which will be sold by a selling noteholder) to make a cash distribution to Abbott, to pay related fees and expenses and for general corporate purposes. Abbott intends to use the proceeds it receives from AbbVie, in part, to fund its previously announced cash tender offers for certain of Abbott's outstanding notes.

The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

̶This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

About Abbott

Abbott is a global, broad-based health care company devoted to the discovery, development, manufacturing 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 — A Caution Concerning Forward-Looking Statements

Statements made in this news release contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended, including, without limitation, statements related to our future growth, trends in our industry, our financial or operational results, our financial or operational performance and the planned separation of Abbott's research-based pharmaceutical company from its diversified medical products company and the expected financial results of Abbott and AbbVie after the separation. Such forward-looking statements are predictive in nature, and may be based on current expectations, forecasts or assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from the forward-looking statements themselves. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "seeks," "forecasts" or similar expressions, or may employ such future or conditional verbs as "may," "will," "should" or "would" or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995.

̶Forward-looking statements are not guarantees of future performance. 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.

Except as required by applicable law, Abbott disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Abbott may not update these forward-looking statements, even if its situation changes in the future. All forward-looking statements attributable to Abbott are expressly qualified by these cautionary statements.

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