Johnson & Johnson’s $16.6 Billion Acquisition of Abiomed

On November 1, 2022, Johnson & Johnson and Abiomed, a leader in breakthrough heart, lung and kidney support technologies, announced that they have entered into a definitive agreement under which Johnson & Johnson will acquire through a tender offer all outstanding shares of Abiomed, for an upfront payment of $380 per share in cash, corresponding to an enterprise value of approximately $16.6 billion which includes cash acquired. Abiomed shareholders will also receive a non-tradeable contingent value right (“CVR”) entitling the holder to receive up to $35 per share in cash if certain commercial and clinical milestones are achieved. Cravath is representing Johnson & Johnson in connection with the transaction.

The Cravath team is led by partners Robert I. Townsend III and George F. Schoen and includes associates Jin-Kyu Baek, Olivia Ya Huang, Joanna N. Melnick and Joanne Dynak on M&A matters; partners Jonathan J. Katz and Matthew J. Bobby, associate Jana I. Hymowitz, and practice area attorney David Crampton on executive compensation and benefits matters; partners J. Leonard Teti II and Andrew T. Davis and associate Kyle R. Jorstad on tax matters; partner Sasha Rosenthal-Larrea and associate Ryan J. Wichtowski on intellectual property matters; partner Matthew Morreale on environmental matters; and practice area attorney Brian M. Budnick on real estate matters. William Council and Steven T. Marzagalli also worked on M&A matters, Emily R. Eskin also worked on tax matters, and Sarah R. Brathwaite also worked on intellectual property matters.