Abbott’s(ABT) spinoff of AbbVie(ABBV) passed its final hurdle yesterday as the Board approved the plan. Shareholders of Abbott at the close of business on December 12 will receive, on January 1, one share of AbbVie for each share of Abbott that they own. The shares are expected to begin trading on the ew York Stock Exchange on January 2.
“Today’s announcement marks another important milestone toward the completion of our business separation,” said Miles D. White, chairman and chief executive officer, Abbott. “Abbott and AbbVie are well-positioned to begin 2013 as leaders in their respective markets.”
Distribution of the stock dividend is subject to the Securities and Exchange Commission (SEC) having declared effective AbbVie’s Registration Statement on Form 10, as amended, which AbbVie has filed with the SEC and is available at http://www.abbottinvestor.com. The special dividend distribution is subject to the conditions set forth in the Separation and Distribution Agreement between Abbott and AbbVie, filed as an exhibit to AbbVie’s Registration Statement on Form 10.
Abbott has received a private ruling from the U.S. Internal Revenue Service, for U.S. federal income tax purposes, that the distribution of AbbVie common stock is tax-free to U.S. holders of Abbott common stock. However, cash received in lieu of fractional shares may be taxable to such holders.
No action is required by Abbott shareholders in order to receive shares of AbbVie common stock in the distribution. Abbott expects to mail the information statement to all shareholders entitled to receive the distribution of shares of AbbVie common stock in mid-December. The information statement is an exhibit to AbbVie’s Registration Statement on Form 10 that describes AbbVie, including the risks of owning AbbVie common stock, and other details regarding the separation.
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.
Disclosure: The author holds no position in any stock mentioned
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