8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: October 18, 2016

(Date of earliest event reported)

ST. JUDE MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  1-12441

Minnesota	41-1276891
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

One St. Jude Medical Drive, St. Paul, Minnesota 55117

(Address of principal executive offices, including zip code)

(651) 756-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01   Other Events.

On October 18, 2016, St. Jude Medical, Inc. (the “Company”) and Abbott Laboratories (“Abbott,” and together with the Company, the “Sellers”) issued a joint press release announcing that the Sellers reached an agreement in principle to sell certain products to Tokyo-based Terumo Corporation (“Terumo”). The Sellers’ purpose in making this divestiture is to obtain certain regulatory approvals in the U.S. and certain foreign jurisdictions that are conditions precedent to completion of the mergers contemplated by the Agreement and Plan of Merger, dated as of April 27, 2016, by and among the Company, Abbott, Vault Merger Sub, Inc. and Vault Merger Sub, LLC (the “Mergers”). The products that the Sellers propose to sell to Terumo include the Company’s Angio-SealTM and FemoSealTM vascular closure products and Abbott’s Vado® Steerable Sheath product (the “Divestiture”). The Divestiture is conditioned upon completion of the Mergers and is expected to close promptly following completion of the Mergers. The Company and Abbott expect the Mergers to be completed prior to year-end 2016. An agreement with respect to the Divestiture is still undergoing regulatory approval and has not yet been finalized.

The joint press release with respect to the Divestiture is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of the Company and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to the potential Divestiture to Terumo; antitrust clearance in the U.S. and foreign jurisdictions with respect to the Mergers; the timing for the closing of the Mergers; any statements of expectation or belief; and any statements of assumptions underlying the foregoing. Risks, uncertainties and assumptions include the possibility that the U.S. and applicable foreign antitrust authorities do not approve the proposed Divestiture to Terumo; that the Sellers do not enter into an agreement with respect to the Divestiture with Terumo; that the expected benefits from the Mergers may not materialize as expected; that the Mergers may not be timely completed, if at all; and other risks that are described in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the risks described in the Company’s Annual Report on Form 10-K for its fiscal year ended January 2, 2016, Quarterly Report on Form 10-Q for the quarter ended April 2, 2016, Quarterly Report on Form 10-Q for the quarter ended July 2, 2016, and in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting (the “Definitive Proxy Statement”) filed with the SEC on September 26, 2016, which are incorporated herein by reference. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by applicable law.

Additional Information

In connection with the Mergers, the Company and Abbott have filed documents with the SEC, including the filing by Abbott of a registration statement on Form S-4 on September 20, 2016, which includes a document that serves as a prospectus of Abbott, and the filing by the Company of its Definitive Proxy Statement on September 26, 2016, which has been mailed to Company shareholders. Before making any voting or investment decision, investors are urged to read the Definitive Proxy Statement because it contains important information about the proposed transactions. You may obtain copies of all documents filed with the SEC regarding these transactions, free of charge, at the SEC’s website (www.sec.gov), by accessing the Company’s website at http://www.sjm.com under the heading “Investors” and then navigating to the subheading titled “Reports & Filings—SEC Filings.” These documents may also be obtained free of charge from the Company by requesting them by mail at St. Jude Medical, One St. Jude Medical Drive, St. Paul, MN 55117, Attention: Investor Relations, or by telephone at (651) 756-4347.

The Company and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the Mergers. You can find information about the Company’s directors and executive officers in its Definitive Proxy Statement filed with the SEC on September 26, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are also contained in the Definitive Proxy Statement. You can obtain free copies of this and other SEC documents from the Company by using the contact information above.

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Item 9.01.       Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit
99.1	Joint Press Release, dated October 18, 2016, issued by St. Jude Medical, Inc. and Abbott Laboratories

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 18, 2016	ST. JUDE MEDICAL, INC.
	By:	/s/ Jason Zellers
		Jason Zellers
		Vice President, General Counsel
		and Corporate Secretary

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Exhibit Index

Exhibit No.	Exhibit
99.1	Joint Press Release, dated October 18, 2016, issued by St. Jude Medical, Inc. and Abbott Laboratories

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EX-99.1

Exhibit 99.1

News Release

St. Jude Medical and Abbott to Sell Portion of Vascular Closure and Electrophysiology Businesses to Terumo Corporation

·The agreement is an important step toward completion of Abbott’s acquisition of St. Jude Medical

·Abbott’s acquisition of St. Jude Medical is expected to close by year-end

ABBOTT PARK, Ill. and ST. PAUL, Minn., Oct. 18, 2016 — Abbott and St. Jude Medical, Inc. announced today an agreement in principle to sell certain products to Terumo Corporation. The transaction reflects a purchase price of approximately $1.12 billion and is subject to the successful completion of Abbott’s acquisition of St. Jude Medical and antitrust regulatory approvals. Abbott, St. Jude Medical and Terumo are bound by the terms of an exclusivity agreement.

The divestiture is an all-cash transaction and will include the products globally for St. Jude Medical’s Angio-Seal™ and Femoseal™ vascular closure products and Abbott’s Vado® Steerable Sheath. Abbott will retain its vascular closure products, which include the Perclose ProGlide® Suture-Mediated Closure System, StarClose SE® Vascular Closure System and Prostar® XL Percutaneous Vascular Surgical System.

Following Abbott’s acquisition of St. Jude Medical, the combined business will compete in nearly every area of the cardiovascular market and hold top positions in high-growth segments, including atrial fibrillation, structural heart and heart failure, as well as a leading position in the high-growth neuromodulation market. This combined portfolio will have the depth, breadth and innovation to help patients restore their health, reduce costs for payors and deliver greater value to customers.

Abbott expects to mitigate any impact to its adjusted earnings per share projections related to the sale of these assets to Terumo.

About St. Jude Medical

St. Jude Medical is a leading global medical device manufacturer and is dedicated to transforming the treatment of some of the world’s most expensive epidemic diseases. The company does this by developing cost-effective medical technologies that save and improve lives of patients around the world. Headquartered in St. Paul, Minn., St. Jude Medical employs approximately 18,000 people worldwide and has five major areas of focus that include heart failure, atrial fibrillation, neuromodulation, traditional cardiac rhythm management and cardiovascular.

For more information, please visit sjm.com or follow us on Twitter @SJM_Media.

About Abbott

Abbott is a global healthcare company devoted to improving life through the development of products and technologies that span the breadth of healthcare. With a portfolio of leading, science-based offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals, Abbott serves people in more than 150 countries and employs approximately 74,000 people.

Visit Abbott at www.abbott.com and connect with us on Twitter at @AbbottNews.

Private Securities Litigation Reform Act of 1995

Caution Concerning Forward-Looking Statements

Some statements in this news release may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Abbott and St. Jude Medical caution 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, including but not limited to the ability of the parties to consummate the proposed transaction with Terumo and the acquisition of St. Jude Medical by Abbott on a timely basis or at all, the ability of the parties to satisfy the conditions precedent to consummation of the proposed transaction with Terumo and the acquisition of St. Jude Medical by Abbott, including the ability to secure the required regulatory approvals on the terms expected, at all or in a timely manner, the ability of Abbott to successfully integrate St. Jude Medical’s operations, and the ability of Abbott to implement its plans, forecasts and other expectations with respect to St. Jude Medical’s business after the completion of the acquisition of St. Jude Medical and realize expected synergies. Economic, competitive, governmental, technological and other factors that may affect Abbott’s and St. Jude Medical’s operations are discussed in Item 1A, “Risk Factors,” in each of Abbott’s Annual Report on Securities and Exchange Commission Form 10-K for the year ended Dec. 31, 2015, and Quarterly Report on Form 10-Q for the period ended June 30, 2016, and St. Jude Medical’s Annual Report on Securities and Exchange Commission Form 10-K for the year ended Jan. 2, 2016, respectively, and are incorporated by reference. Abbott and St. Jude Medical undertake 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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Important Additional Information

In connection with the proposed transaction, Abbott has filed a registration statement on Form S-4, which includes a document that serves as a prospectus of Abbott and a proxy statement of St. Jude Medical (the “proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the U.S. Securities and Exchange Commission (the “SEC”). The registration statement was declared effective on September 26, 2016, and the definitive proxy statement/final prospectus was first mailed to St. Jude Medical shareholders of record as of September 16, 2016 on or about September 26, 2016. Investors and security holders of St. Jude Medical are urged to carefully read the entire registration statement and proxy statement/prospectus, and to carefully read other relevant documents filed with the SEC in their entirety when they become available, because they will contain important information. Investors and security holders can obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from Abbott or St. Jude Medical as described in the paragraphs below.

The documents filed by Abbott with the SEC may be obtained free of charge at Abbott’s website at www.abbott.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Abbott by requesting them by mail at Abbott Laboratories, 100 Abbott Park Road, Abbott Park, IL 60064-6400, Attention: Investor Relations, or by telephone at (224) 667-8945.

The documents filed by St. Jude Medical with the SEC may be obtained free of charge at St. Jude Medical’s website at www.sjm.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from St. Jude Medical by requesting them by mail at St. Jude Medical, One St. Jude Medical Drive, St. Paul, MN 55117, Attention: Investor Relations, or by telephone at (651) 756-4347.

Participants in the Solicitation

St. Jude Medical, Abbott and certain of their directors, executive officers and employees may be deemed participants in the solicitation of proxies from St. Jude Medical shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of St. Jude Medical in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement filed with the SEC by St. Jude Medical on September 26, 2016 and the final prospectus filed with the SEC by Abbott on September 26, 2016. Information about the directors and executive officers of Abbott and their ownership of Abbott common shares is set forth in the definitive proxy statement for Abbott’s 2016 annual meeting of shareholders, as previously filed with the SEC on March 18, 2016. Information about the directors and executive officers of St. Jude Medical and their ownership of St. Jude Medical common shares is set forth in the definitive proxy statement filed with the SEC on September 26, 2016. Free copies of these documents may be obtained as described in the paragraphs above.

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Abbott Media:	St. Jude Medical Media:
Darcy Ross, +1 (224) 667-3655	Candace Steele Flippin, +1 (651) 756-3029
Elissa Maurer, +1 (224) 668-3309
Abbott Financial:	St. Jude Medical Financial:
Scott Leinenweber, +1 (224) 668-0791	J.C. Weigelt, +1 (651) 756-4347
Michael Comilla, +1 (224) 668-1872	Tony Riter, +1 (651) 756-2114

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