Tender Offer and Consent Solicitation by Abbott Laboratories

January 16, 2015

Cleary Gottlieb represented Merrill Lynch and JP Morgan as dealer managers in a cash tender offer by Abbott Laboratories (Chile) Holdco (Dos), a wholly-owned subsidiary of Abbott Laboratories, to purchase any and all of the outstanding 5.125% Senior Notes due 2022 of its subsidiary CFR International. The transaction included a concurrent exit consent solicitation to remove a number of restrictive covenants from the indenture governing the Notes. The tender offer had an early settlement on December 30, expired on January 14 and had a final settlement on January 16. The consent solicitation expired on December 29.

Abbott acquired CFR International in its acquisition of CFR Pharmaceuticals in September 2014, in which Cleary Gottlieb represented the then controlling shareholder of CFR Pharmaceuticals. The purpose of the tender offer and consent solicitation was to reduce the amount of indebtedness owed by Abbott and to eliminate certain restrictive covenants.

Abbott is a global healthcare company with a portfolio of offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals, Abbott serves people in more than 150 countries and employs approximately 69,000 people.