Abbott Laboratories filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01. Other Events.
On March 23, 2026, Abbott Laboratories, an Illinois corporation (“Abbott”), completed the acquisition of Exact Sciences Corporation, a Delaware corporation (“Exact Sciences”), pursuant to the Agreement and Plan of Merger, dated as of November 19, 2025 (the “Merger Agreement”), by and among Abbott, Exact Sciences and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Abbott (“Merger Sub”). Pursuant to the terms of, and subject to the conditions contained in, the Merger Agreement, Merger Sub merged with and into Exact, with Exact surviving as a direct, wholly owned subsidiary of Abbott (the “Merger”).
At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Exact Sciences issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was automatically converted into the right to receive $105.00 in cash, without interest, less any applicable withholding taxes.
The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is included as Exhibit 2.1 and is incorporated herein by reference.
On March 23, 2026, Abbott issued a press release announcing the closing of the Merger, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
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Exhibit No. |
Exhibit | |
| 2.1 | Agreement and Plan of Merger, dated as of November 19, 2025, by and among Abbott Laboratories, Badger Merger Sub I, Inc. and Exact Sciences Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Abbott Laboratories on November 20, 2025).* | |
| 99.1 | Press Release, dated March 23, 2026. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
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.
| ABBOTT LABORATORIES | ||
| Date: March 23, 2026 | By: | /s/ Philip P. Boudreau |
| Name: | Philip P. Boudreau | |
| Title: | Executive Vice President, Finance and Chief Financial Officer | |