Item 1.01. Entry into a Material Definitive Agreement.

On February 8, 2023, Cardiovascular Systems, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Abbott Laboratories, an Illinois corporation ("Parent"), and Cobra Acquisition Co., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub").

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent.

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Company (the "Common Stock"), issued and outstanding immediately prior to the Effective Time (other than (A) shares owned by the Company, Parent or any of their subsidiaries and (B) shares held by holders who have exercised appraisal rights under Section 262 of the General Corporation Law of the State of Delaware ) will be converted into the right to receive $20.00 per share of Common Stock in cash, without interest, as may be adjusted pursuant to the terms of the Merger Agreement (the "Per Share Merger Consideration").

Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, (A) each option to purchase shares of Common Stock (each, a "Company Option"), will be accelerated (to the extent unvested), cancelled and converted into the right to receive, without interest, a cash amount equal to the product of (1) the number of shares of Common Stock represented by such Company Option and (2) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Option, less applicable tax withholding; (B) each share of Common Stock that is subject to vesting (whether time-based or performance-based), repurchase or other lapse restriction that is outstanding and awarded under any stock plan of the Company ("Company Restricted Stock") will be accelerated and treated as a share of issued and outstanding Common Stock, and will be converted into the right to receive a cash amount equal to the Per Share Merger Consideration, less applicable tax withholding; and (C) each restricted stock unit issued, which represents the right to vest in and be issued shares of Common Stock or the cash equivalent thereof (each, a "Company Restricted Stock Unit") will be accelerated (to the extent unvested), cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the number of shares of Common Stock represented by such Company Restricted Stock Unit and (2) the Per Share Merger Consideration, less applicable tax withholding.

The Board of Directors of the Company (the "Board") has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and the stockholders of the Company; (ii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and, subject to requisite stockholder approval, the consummation of the transactions contemplated thereby, including the Merger, in accordance with the terms and conditions set forth in the Merger Agreement; (iii) recommended that the stockholders of the Company vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger; and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of the Company.

The consummation of the Merger is subject to various closing conditions, including (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt the Merger Agreement (the "Stockholder Approval"); (ii) the absence of any law or order restraining or otherwise prohibiting the Merger; and (iii) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") must have expired or been terminated and all consents, approvals, authorizations or filings with any governmental authority pursuant to any other applicable competition law or foreign investment law in connection with the Merger and the transactions contemplated by the Merger Agreement, or that are reasonably determined by Parent to be applicable, must have been obtained, in each case, without the imposition of any Burdensome Condition (as defined in the Merger Agreement), except, in each case, as may be consented to by Parent in its sole and absolute discretion). Additional closing conditions include (x) subject to specific standards, the accuracy of the representations and warranties of the other party or parties, (y) the performance or compliance in all material respects by the other party or parties of such party's or parties' covenants, obligations, and agreements under the Merger Agreement, and (z) with respect to Parent's and Merger Sub's obligations to consummate the Merger, (A) the absence of a Material Adverse Effect (as defined in the Merger Agreement) and the absence of any changes having occurred that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (B) the absence of any pending or threatened proceeding from a governmental authority (1) seeking to restrain or prohibit the Merger, (2) seeking from any party to the transaction damages that are material to the Company and the Company subsidiaries, taken as whole, (3) seeking to impose any Burdensome Condition, or (4) otherwise inquiring into the compliance of the Merger with applicable competition laws or foreign investment laws. The Merger Agreement contemplates a termination date of November 8, 2023 (as extended, the "End Date"), which date may unilaterally be extended by Parent if all conditions to closing of the Merger (other than those that, by their terms, are to be satisfied at the closing) have been satisfied, other than the conditions relating the HSR Act or other competition law clearances having been obtained. In such event, Parent may extend the termination for up to three successive 90-day periods.

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The Merger Agreement includes representations, warranties, and covenants of the parties customary for a transaction of this nature, including covenants (i) for the Company (A) to use reasonable best efforts to conduct its business in the ordinary course of business in a commercially reasonably manner and consistent with past practice, (B) to be bound by restrictions relating to the operation of its business until the Effective Time or termination of the Merger Agreement, and (C) as promptly as practicable, to effect all registrations, filings and submissions required pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable laws with respect to the Merger (including the filing of a Merger proxy statement) with the Securities and Exchange Commission (the "SEC"); and (ii) for each of the parties to (A) make or prepare, or cause to be made or prepared, the documents, forms, filings, or . . .

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 8, 2023, the Human Resources and Compensation Committee of the Board (the "HRCC"), as administrator under the previously disclosed terms of the Amended and Restated Cardiovascular Systems, Inc. 2017 Equity Incentive Plan, as amended from time to time, pursuant to and in accordance with the authority granted to the HRCC by the Board, in accordance with the requirements of the Merger Agreement regarding the treatment of outstanding equity awards, adopted resolutions approving the accelerated vesting, termination, and settlement, of all outstanding (i) Company Options, (ii) Company Restricted Stock, and (iii) Company Restricted Stock Units, and the cash-out of the same in connection with the Merger pursuant to the terms of the Merger Agreement. On February 8, 2023, the Board ratified the resolutions adopted by the HRCC.

The accelerated vesting, termination, settlement, and cash-out of the Company Options, Company Restricted Stock, and Company Restricted Stock Units are conditioned upon and subject to the occurrence of the Effective Time.

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Item 7.01 Regulation FD Disclosure.

On February 8, 2023, Parent and the Company issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
Number                    Description

2.1*                        Agreement and Plan of Merger, dated as of February 8, 2023, by and among
                          the Company, Abbott Laboratories, and Cobra Acquisition Co.
99.1                        Press Release dated February 8, 2023

*Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Cardiovascular Systems, Inc. agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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