ABBOTT LABORATORIES — Major Shareholding Notification 2010

Apr 21, 2010

SC 13D 1 a10-8373_3sc13d.htm SC 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Rule 13d-101)

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO*

*RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO*

*RULE 13d-2(a)*

*Facet Biotech Corporation*

(Name of Issuer)

*Common Stock, par value $0.01 per share*

*Associated Preferred Stock Purchase Rights*

(Title of Class of Securities)

*30303Q103*

(CUSIP Number)

*Laura J. Schumacher*

*Executive Vice President, General Counsel and Secretary*

*Abbott Laboratories*

*100 Abbott Park Road*

*Abbott Park, Illinois 60064*

*(847) 937-6100*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*April 20, 2010*

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o .

*Note* . Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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CUSIP No. 30303Q103 — 1	Names of Reporting Persons Abbott Laboratories
2	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds (See
Instructions) WC, AF
5	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) o
6	Citizenship or Place of Organization Illinois
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0 shares
	8	Shared Voting Power 81,909,724 shares
	9	Sole Dispositive Power 0 shares
	10	Shared Dispositive Power 81,909,724 shares
11	Aggregate Amount
Beneficially Owned by Each Reporting Person 81,909,724 shares
12	Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class
Represented by Amount in Row (11) 100%
14	Type of Reporting Person
(See Instructions) CO

2

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CUSIP No. 30303Q103 — 1	Names of Reporting Persons Amber Acquisition Inc.
2	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds (See
Instructions) AF
5	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0 shares
	8	Shared Voting Power 81,909,724 shares
	9	Sole Dispositive Power 0 shares
	10	Shared Dispositive Power 81,909,724 shares
11	Aggregate Amount Beneficially
Owned by Each Reporting Person 81,909,724 shares
12	Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class
Represented by Amount in Row (11) 100%
14	Type of Reporting Person
(See Instructions) CO

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Item 1.	Security and Issuer
This statement on Schedule 13D (this “Schedule 13D”) relates to
shares of common stock, par value $0.01 per share (the “Facet Common Stock”),
including the associated rights to purchase shares of Series A Preferred
Stock issued pursuant to the Rights Agreement, dated as of September 7,
2009, as amended by the amendments thereto dated as of December 15,
2009, December 16, 2009 and March 9, 2010, by and between Facet
Biotech Corporation, a Delaware corporation (“Facet”), and Mellon Investor
Services LLC (together with the Facet Common Stock, the “Shares”), of Facet,
whose principal executive offices are located at 1500 Seaport Boulevard,
Redwood City, California 94063 .
Item 2.	Identity and Background
(a) — (c) and (f) The persons filing this
Schedule 13D are Abbott Laboratories (“Abbott”) and Amber Acquisition Inc.
(the “Purchaser” and, together with Abbott, the “Reporting Persons”). Abbott is an Illinois corporation with its
principal offices located at 100 Abbott Park Road, Abbott Park, Illinois
60064-6400. The telephone number of
Abbott is (847) 937-6100. Abbott’s
principal business is the discovery, development, manufacture and sale of a
broad and diversified line of health care products. The Purchaser’s principal
executive offices are located at 100 Abbott Park Road, Abbott Park, Illinois
60064. The Purchaser is a newly formed Delaware corporation and a
wholly-owned subsidiary of Abbott.
The Purchaser was formed for the purpose of making the Offer (as defined
below) and has not conducted, and does not expect to conduct, any business
other than in connection with the Offer and the Merger (as defined below) . The telephone number of the Purchaser is (847)
937-6100. The name, citizenship, business address, present principal occupation
or employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted) for
each director and executive officer of Abbott and the Purchaser are set forth
in Annex I hereto and incorporated herein by reference. (d) — (e) During the last five years, none of Abbott
or the Purchaser or, to the knowledge of Abbott or the Purchaser, any of the
persons listed on Annex I attached hereto, has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other
Consideration
As more fully described in Item 4 hereof, Abbott, the Purchaser and
Facet entered into an Agreement and Plan of Merger, dated as of March 9,
2010 (the “Merger Agreement”), a copy of which is filed herewith as Exhibit 1
and incorporated herein by reference. Pursuant to the Merger Agreement, the
Purchaser commenced a tender offer (the “Offer”) to purchase all of the
outstanding Shares, at a price of $27.00 per share (the “Offer Price”), in
cash, without interest thereon and less any required withholding taxes, on March 23,
2010 upon the terms and subject to the conditions set forth in an offer to
purchase dated March 23, 2010 (as amended, the “Offer to Purchase”) that
was filed by the Purchaser with the Securities and Exchange Commission, and
in the letter of transmittal related to the Offer to Purchase (the “Letter of
Transmittal”). The Offer expired at 12:00 midnight, New York City time, at the end
of the day on April 19, 2010. On April 20, 2010, the Purchaser accepted
for purchase all Shares that were validly tendered and not properly withdrawn
in connection with the Offer. An aggregate of 19,257,669 Shares were
purchased by the Purchaser in accordance with the terms of the Offer at a
price of $27.00 per Share. The Purchaser paid an aggregate of $519,957,063 to
holders of Shares acquired pursuant to the Offer, which was funded through
Abbott’s existing cash balances and cash equivalents. On April 21, 2010, the Purchaser exercised the Top-Up Option (as
defined in the Merger Agreement) under the Merger Agreement and purchased 62,652,055
newly-issued Shares from Facet at the Offer Price, and paid the purchase
price for such Shares by paying $626,520.55 in cash (which was funded through
Abbott’s existing cash

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| balances and cash equivalents) to Facet, which cash amount was equal
to the par value of such Shares, and issuing a promissory note to Facet in
the amount of $1,690,978,964.45. Pursuant to the Merger Agreement, also on April 21, 2010, Abbott
effected a short-form merger (the “Merger”) in accordance with Section 253
of the General Corporation Law of the State of Delaware (the “DGCL”). In the Merger, the Purchaser was merged
with and into Facet with Facet continuing as the surviving corporation and a
wholly-owned subsidiary of Abbott. At
the effective time of the Merger, each Share outstanding immediately prior to
the effective time (other than Shares owned by Facet, any wholly-owned
subsidiary of Facet, Abbott or the Purchaser, and Shares held by dissenting
stockholders who properly exercise appraisal rights under the DGCL) was
converted into the right to receive $27.00 in cash, without interest and
subject to any required withholding taxes. The Purchaser will pay up to an
aggregate of $161,460,918 to holders of Shares acquired pursuant to the
Merger, which will be funded through Abbott’s existing cash balances and cash
equivalents. | |
| --- | --- |
| Item 4. | Purpose of Transaction |
| The purpose of the Offer and the Merger is to acquire control of, and
the entire equity interest in, Facet. On March 23, 2010, the Purchaser commenced the Offer upon the
terms and subject to the conditions set forth in the Offer to Purchase and
the Letter of Transmittal. The Offer expired at 12:00 midnight, New York City
time, at the end of the day on April 19, 2010. All Shares that were
validly tendered and not properly withdrawn were accepted for purchase by the
Purchaser on April 20, 2010. On April 21, 2010, the Purchaser exercised the Top-Up Option
under the Merger Agreement and purchased 62,652,055 newly-issued Shares from
Facet at the Offer Price. The Shares
purchased pursuant to the Top-Up Option, together with the Shares accepted
for purchase upon expiration of the Offer, constituted more than 90% of the
Shares (determined on a fully diluted basis) that were outstanding
immediately after the issuance of the Shares pursuant to the exercise of the
Top-Up Option. As a result, pursuant
to the Merger Agreement, on April 21, 2010, Abbott effected the Merger
in accordance with Section 253 of the DGCL, which provides that, if a
corporation owns at least 90% of the outstanding shares of each class of
stock of a subsidiary corporation, the corporation holding such stock may
merge such subsidiary into itself, or itself into such subsidiary, without
any action or vote on the part of the board of directors or the stockholders
of such other corporation. In the
Merger, the Purchaser was merged with and into Facet with Facet continuing as
the surviving corporation and a wholly-owned subsidiary of Abbott. At the effective time of the Merger, each
Share outstanding immediately prior to the effective time (other than Shares
owned by Facet, any wholly-owned subsidiary of Facet, Abbott or the
Purchaser, and Shares held by dissenting stockholders who properly exercise
appraisal rights under the DGCL) was converted into the right to receive
$27.00 in cash, without interest and subject to any required withholding
taxes. As a result of the Merger, the Shares are no longer traded on the
NASDAQ Global Select Market, there is no public market for the Shares and
registration of the Shares under the Securities Exchange Act of 1934, as
amended, will be terminated. As of the date of this Schedule 13D, and except as otherwise provided
in the Offer to Purchase, the business and operations of Facet have been
continued substantially as they were being conducted prior to the Merger.
Abbott intends to conduct a comprehensive review of Facet’s business,
operations, capitalization and management with a view to optimizing the
development of Facet’s potential in conjunction with Abbott’s existing
business. All information contained in “Section 11 — Purpose of the Offer;
the Merger Agreement; the Confidentiality Agreement; the IL-12 Patent License
Agreement; the Humanization Agreements; Statutory Requirements; Appraisal
Rights; ‘Going Private’ Transactions; Plans for Facet; Recent Developments
Relating to Facet”; and “Section 7 — Possible Effects of the Offer on
the Market for the Shares; NASDAQ Global Market Listing; Exchange Act
Registration; Margin Regulations” of the Offer to Purchase is incorporated
herein by reference. Except as set forth in this Schedule 13D (including any
information incorporated by reference) and in connection with the
transactions described above, none of the Reporting Persons has any plan or
proposal that relates to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 to Schedule 13D. The information set forth, or incorporated by reference, in Items 3,
5 and 6 of this Schedule 13D is hereby incorporated by this reference in this
Item 4. | |

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| References to, and descriptions of, the Merger Agreement as set forth
herein are not intended to be complete and are qualified in their entirety by
reference to the Merger Agreement, a copy of which is filed herewith as Exhibit 1
to this Schedule 13D and which is incorporated by reference in this
Item 4 in its entirety. | |
| --- | --- |
| Item 5. | Interest in Securities of the Issuer |
| (a) — (b) As of April 21, 2010, prior to the
effective time of the Merger the Purchaser was the direct record owner of and
may be deemed to have shared voting and dispositive power with respect to,
and each other Reporting Person may be deemed to beneficially own and have
shared voting and dispositive power with respect to, 81,909,724 Shares,
representing approximately 93.2% of the issued and outstanding Shares. As of April 21, 2010,
following the effective time of the Merger Abbott was the direct record owner
of and may be deemed to have voting and dispositive power with respect to
1,000 shares of common stock of the Surviving Corporation, representing 100%
of the issued and outstanding equity interest of the Surviving Corporation. (c) On April 20, 2010, the Purchaser accepted for purchase
all Shares that were validly tendered and not properly withdrawn in
connection with the Offer. An aggregate of 19,257,669 Shares were purchased
by the Purchaser in accordance with the terms of the Offer at $27.00 per
Share. On April 21, 2010, the
Purchaser exercised the Top-Up Option under the Merger Agreement and
purchased 62,652,055 newly-issued Shares at the Offer Price. Pursuant to the Merger Agreement, on April 21,
2010, Abbott effected the Merger in accordance with Section 253 of the
DGCL. In the Merger, the Purchaser was
merged with and into Facet with Facet continuing as the surviving corporation
and a wholly-owned subsidiary of Abbott.
At the effective time of the Merger, each Share outstanding
immediately prior to the effective time (other than Shares owned by Facet,
any wholly-owned subsidiary of Facet, Abbott or the Purchaser, and Shares
held by dissenting stockholders who properly exercise appraisal rights under
the DGCL) was converted into the right to receive $27.00 in cash, without
interest and subject to any required withholding taxes. Prior to the Merger,
Abbott held 1,000 shares of the common stock, no par value per share, of the
Purchaser (the “Purchaser Shares”), which represented all of the issued and
outstanding capital stock of the Purchaser.
At the effective time of the Merger, each Purchaser Share was
converted into one share of common stock of Facet, as the surviving corporation
of the Merger, and as a result Abbott acquired 100% of the equity interest of
Facet. Except as described
in this Schedule 13D, no transactions in Shares were effected by Abbott or
the Purchaser or, to the knowledge of Abbott or the Purchaser, any person
identified in Annex I hereto, during the 60 days prior to the date
hereof. (d) — (e) Not applicable. References to, and descriptions of, the Merger Agreement as set forth
herein are not intended to be complete and are qualified in their entirety by
reference to the Merger Agreement, a copy of which is filed herewith as Exhibit 1
to this Schedule 13D and which is incorporated by reference in this Item 5 in
its entirety. | |
| Item 6. | Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer |
| The information set forth, or incorporated by reference, in Items 3
through 5 of this Schedule 13D is hereby incorporated by reference in this
Item 6. Except as otherwise
described in this Schedule 13D, to the knowledge of Abbott or the
Purchaser, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 above,
and between any such persons and any other person, with respect to any
securities of Facet. | |
| Item 7. | Material to be Filed as Exhibits |
| 1. Agreement and
Plan of Merger, dated as of March 9, 2010, by and among Abbott, the
Purchaser and Facet (incorporated into this Schedule 13D by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed by
Facet on March 10, 2010 ). | |

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| By: | /s/
Thomas C. Freyman |
| --- | --- |
| | Thomas
C. Freyman |
| | Executive
Vice President, Finance |
| | and
Chief Financial Officer |
| Amber
Acquisition Inc. | |
| By: | /s/
Thomas C. Freyman |
| | Thomas
C. Freyman |
| | President |
| Dated: April 21, 2010 | |

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*ANNEX I*

*Information Concerning Directors and Executive Officers of Abbott Laboratories*

The following table sets forth the name, present principal occupation or employment, and material occupations, positions, offices or employment for at least the past five years of each director and executive officer of Abbott Laboratories. Unless otherwise indicated, all positions set forth below opposite an individual’s name refer to positions within Abbott. Unless otherwise indicated, the current business address of each of these individuals is 100 Abbott Park Road, Abbott Park, Illinois 60064-6400, and the current business phone number of each of these individuals is (847) 937-6100. Unless indicated otherwise, each of the persons listed below is a U.S. citizen.

Name	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Robert
J. Alpern, M.D.	Dr. Alpern
has been a director of Abbott since 2008. Dr. Alpern has served as the
Ensign Professor of Medicine, Professor of Internal Medicine, and Dean of
Yale School of Medicine since June 2004. From July 1998 to
June 2004, Dr. Alpern was the Dean of The University of Texas
Southwestern Medical Center. He joined the faculty of The University of Texas
Southwestern Medical Center in 1987 as Associate Professor and Chief of the
Division of Nephrology. Dr. Alpern also served as Professor of Internal
Medicine and held the Ruth W. and Milton P. Levy, Sr. Chair in Molecular
Nephrology and the Atticus James Gill, M.D. Chair in Medical Science, while
on the faculty of The University of Texas Southwestern Medical Center.
Dr. Alpern served on the Scientific Advisory Board of Ilypsa from 2004
until 2007 and since 2007 has served on the Scientific Advisory Board of
Relypsa. Dr. Alpern also serves as a Director on the Board of Yale—New
Haven Hospital.
Roxanne
S. Austin	Mrs. Austin
has been a director of Abbott since 2000. Mrs. Austin is the president
and chief executive officer of Move Networks, Inc., an IP-based
television solution provider. Since 2004, she has been the president of
Austin Investment Advisors, a private investment and consulting firm. She
served as president and chief operating officer of DIRECTV, Inc. from
June 2001 to December 2003. She also served as executive vice
president of Hughes Electronics Corporation and as a member of its executive
committee until December 2003. From 1997 to June 2001,
Mrs. Austin was the corporate senior vice president and chief financial
officer of Hughes Electronics Corporation. Prior to joining Hughes in 1993,
Mrs. Austin was a partner at the accounting firm Deloitte &
Touche. Mrs. Austin earned her B.B.A. degree in accounting from the
University of Texas at San Antonio. She serves on the board of trustees of
the California Science Center. Mrs. Austin serves on the board of
directors of Target Corporation, Teledyne Technologies Inc., and
Telefonaktiebolaget LM Ericsson (LM Ericsson Telephone Company).
William
M. Daley	Mr. Daley
has been a director of Abbott since 2004. Mr. Daley has served as the
senior executive of the Midwest region and serves on the JPMorgan
Chase & Co. Executive Committee and on its International Council
since May 2004. He served as president, SBC Communications, Inc.
(diversified telecommunications) from December 2001 to May 2004.
Mr. Daley was vice chairman of Evercore Capital Partners L.P. from
January to November 2001. From June to December 2000,
Mr. Daley served as chairman of Vice President Albert Gore’s 2000
presidential election campaign. Mr. Daley served as the U.S. Secretary
of Commerce from January 1997 to June 2000. Mr. Daley
currently serves on the board of directors of The Boeing Company, The Art
Institute of Chicago, Loyola University of Chicago, and

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| | Northwestern
University. He also sits on the Council on Foreign Relations. Mr. Daley
also served on the board of directors of Boston Properties, Inc. from
2003 to 2007. Mr. Daley is a graduate of Loyola University in Chicago
and of John Marshall Law School. |
| --- | --- |
| W.
James Farrell | Mr. Farrell
has been a director of Abbott since 2006. Mr. Farrell served as the
chairman of Illinois Tool Works Inc. from 1996 to 2006 and as its chief
executive officer from 1995 to 2005. He currently serves on the board of directors
of Allstate Insurance Company, UAL Corporation, and 3M. Mr. Farrell also
served on the board of directors of Kraft Foods, Inc. from 2001 to 2006
and Sears, Roebuck and Company from 1999 to 2005. |
| H. Laurance Fuller | Mr. Fuller has been a director of Abbott since 1988.
Mr. Fuller was elected president of Amoco Corporation in 1983 and
chairman and chief executive officer in 1991. As the result of the merger of
British Petroleum, p.l.c. and Amoco effective December 31, 1998, he
became co-chairman of BP Amoco, p.l.c. He retired from that position in
April 2000. He currently serves as a director of Cabot Microelectronics
Corporation and The Nature Conservancy of South Carolina, and a life trustee
of The Orchestral Association and presidential counselor of Cornell
University. Mr. Fuller also served on the board of directors of
Motorola, Inc. from 1994 to 2007. |
| William
A. Osborn | Mr. Osborn
has been a director of Abbott since 2008. Mr. Osborn was chairman of
Northern Trust Corporation from 1995 through 2009 and served as its chief
executive officer from 1995 through 2007. Mr. Osborn currently serves as
a director of Caterpillar Inc., General Dynamics Corporation, and Tribune
Company. He is chairman of the Board of Trustees of Northwestern University
and also serves as chairman of the Chicago Symphony Orchestra Association.
Mr. Osborn served on the board of directors of Nicor, Inc. from
1999 to 2006. He holds a B.A. degree and an M.B.A. degree from Northwestern
University. |
| The
Rt. Hon. Lord Owen CH. FRCP | David
Owen has been a director of Abbott since 1996. Mr. Owen is a British
subject. He was a neurologist and Research Fellow on the Medical Unit of St.
Thomas’ Hospital, London, from 1962 through 1968 and a member of Parliament
for Plymouth in the House of Commons from 1966 until he retired in
May of 1992. In 1992, he was created a Life Peer and a Member of the
House of Lords. In August of 1992, the European Union appointed him
Co-Chairman of the International Conference on Former Yugoslavia. He stepped
down in June of 1995. He was chairman of Global Natural Energy p.l.c.
(an owner and operator of gasoline retailing sites) from 1995 to 2006. Lord
Owen currently serves as a director of Hyperdynamics Corp. Lord Owen was
Secretary for Foreign and Commonwealth Affairs from 1977 to 1979 and Minister
of Health from 1974 to 1976. |
| W.
Ann Reynolds, Ph.D. | Dr. Reynolds
has been a director of Abbott since 1980. Dr. Reynolds served as the
president of The University of Alabama at Birmingham from 1997 to 2002 and as
director of its Center for Community Outreach and Development from 2002
through 2003. From 1990 to 1997, Dr. Reynolds served as chancellor of
The City University of New York. Prior to that, she served as chancellor of
The California State University system, provost of The Ohio State University
and associate vice chancellor for research and dean of the graduate college
of the University of Illinois Medical Center, Chicago. She also held
appointments as professor of anatomy, research professor of obstetrics and
gynecology, and acting associate dean for academic affairs at the University
of Illinois College of Medicine. Dr. |

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| | Reynolds
is a graduate of Emporia State University (Kansas) and holds M.S. and Ph.D.
degrees in zoology from the University of Iowa. She currently serves as a
director of Humana Inc., Owens-Corning, Life Technologies Corporation, and
the News-Gazette, Champaign, Illinois. Dr. Reynolds also served on the
board of directors of Invitrogen Corp. from 2005 to 2008 and Maytag
Corporation from 1988 to 2006. |
| --- | --- |
| Roy
S. Roberts | Mr. Roberts
has been a director of Abbott since 1998. Mr. Roberts has served as
managing director of Reliant Equity Investors since September 2000.
Mr. Roberts retired from General Motors in April 2000. At the time
of his retirement, he was group vice president for North American Vehicle
Sales, Service and Marketing of General Motors Corporation, having been
elected to that position in October 1998. Prior to that time, he was
vice president and general manager in charge of Field Sales, Service and
Parts for the Vehicle Sales, Service and Marketing Group from
August 1998 to October 1998, general manager of the Pontiac-GMC
Division from February 1996 to October 1998, and general manager of
the GMC Truck Division from October 1992 to February 1996.
Mr. Roberts first joined General Motors Corporation in 1977 and became a
corporate officer of General Motors Corporation in April 1987.
Mr. Roberts earned a bachelor’s degree from Western Michigan University.
He also completed the Executive Development Program at Harvard Business
School. He currently serves as a director of Enova Systems, Inc., as Trustee
Emeritus at Western Michigan University, and as past president and on the
National Board of Directors for the Boy Scouts of America. Mr. Roberts
also served on the board of directors of Burlington Northern Santa Fe from
1993 to 2010. |
| Samuel
C. Scott III | Mr. Scott
has been a director of Abbott since 2007. In 2009, Mr. Scott retired as
chairman, president and chief executive officer of Corn Products
International, after having served in those positions since 1997. He was
president of the Corn Refining Division of CPC International from 1995
through 1997, when CPC International spun off Corn Products International as
a separate corporation. Mr. Scott currently serves on the board of
directors of Bank of New York Mellon Corporation, Motorola, Inc., the
Chicago Council on Global Affairs, the Chicago Urban League, Northwestern Healthcare,
and Chicago Sister Cities. Mr. Scott graduated from Fairleigh Dickinson
University. |
| William
D. Smithburg | Mr. Smithburg
has been a director of Abbott since 1982. Mr. Smithburg retired from
Quaker Oats in October 1997. Mr. Smithburg joined Quaker Oats in
1966 and became president and chief executive officer in 1981, and chairman
and chief executive officer in 1983 and also served as president from
November 1990 to January 1993 and again from November 1995.
Mr. Smithburg was elected to the Quaker board in 1978 and served on its
executive committee until he retired. He is a director of Smurfit-Stone
Container Corporation, Northern Trust Corporation, and Corning Incorporated.
He is a member of the board of trustees of Northwestern University. Mr. Smithburg
earned a B.S. degree from DePaul University and an M.B.A. degree from
Northwestern University. |
| Glenn
F. Tilton | Mr. Tilton
has been a director of Abbott since 2007. Mr. Tilton has been chairman,
president and chief executive officer of UAL Corporation (UAL Corporation
filed a voluntary bankruptcy petition under the federal bankruptcy laws in
December 2002 and exited bankruptcy in February 2006) and United
Air Lines, Inc., a wholly owned subsidiary of UAL Corporation since September 2002.
From October 2001 to August 2002, he served as |

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| | vice
chairman of Chevron Texaco Corporation (global energy). In addition, from
May 2002 to September 2002 he served as non-executive chairman of
Dynegy, Inc. (energy). From February to October 2001 he served
as chairman and chief executive officer of Texaco Inc. (global energy). He
currently serves as the chairman of the board of directors of the Air
Transport Association, and is a member of the U.S. Travel and Tourism
Advisory Board. He also serves on the board of the directors of Northwestern
Memorial Hospital and on the board of trustees for the Field Museum and the
Museum of Science and Industry. Mr. Tilton also served on the board of
directors of Lincoln National Corporation from 2002 to 2007, and TXU
Corporation from 2005 to 2007. |
| --- | --- |
| Miles
D. White | Mr. White
has been a director of Abbott since 1998. Mr. White has served as
Abbott’s Chairman of the Board and Chief Executive Officer since 1999. He
served as an Executive Vice President of Abbott from 1998 to 1999, as Senior
Vice President, Diagnostics Operations from 1994 to 1998, and as Vice
President, Diagnostics Systems Operations from 1993 to 1994. Mr. White
joined Abbott in 1984. He received both his bachelor’s degree in mechanical
engineering and M.B.A. degree from Stanford University. He serves on the
board of trustees of The Culver Educational Foundation, The Field Museum in
Chicago, and Northwestern University. He currently serves as a director of McDonald’s
Corporation. Mr. White also served on the board of directors of
Motorola, Inc. from 2005 to 2009 and Tribune Company from 2005 to 2007. |
| Carlos
Alban | Mr. Alban
serves as Senior Vice President, International Pharmaceuticals, a position he
has held since 2009. From 2008 to 2009 Mr. Alban served as Vice
President, Pharmaceuticals, Western Europe and Canada. He served as Vice
President, Western Europe and Canada from 2007 to 2008 and as Vice President,
Pharmaceutical European Operations from 2006 to 2007. Prior to that,
Mr. Alban served as Regional Director, North Europe from 2004 to 2006.
He has been a corporate officer since 2006. |
| Richard
W. Ashley | Mr. Ashley
serves as Executive Vice President, Corporate Development, a position he has
held since 2004. He was elected as a corporate officer in 2004. |
| Olivier
Bohuon | Mr. Bohuon
serves as Executive Vice President, Pharmaceutical Products, a position he
has held since 2009. From 2008 to 2009, he served as Senior Vice President,
International Pharmaceuticals. From 2006 to 2008, he served as Senior Vice
President, International Operations. Mr. Bohuon previously served as
Vice President, European Operations from 2003 to 2006 and has been a
corporate officer since 2003. He is a citizen of France. |
| John
M. Capek | Mr. Capek
serves as Executive Vice President, Medical Devices, a position he has held
since 2007. Mr. Capek previously served as Senior Vice President, Abbott
Vascular from 2006 to 2007 and Vice President and President, Cardiac Therapies
in 2006. He served as President, Guidant Vascular Intervention from 2005 to
2006 and Vice President and General Manager, Bioabsorbable Vascular Solutions
(a subsidiary of Guidant Corporation) from 2003 to 2005. He has been a
corporate officer since 2006. |
| Thomas
F. Chen | Mr. Chen
serves as Senior Vice President, International Nutrition, a position he has
held since 2008. From 2006 to 2008, he served as Senior Vice President,
Nutrition International Operations. He previously served as Vice President,
Nutrition International, Asia and Latin America from 2005 to |

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| | 2006
and Vice President, Nutrition International, Asia, Canada, Latin America
during 2005. He served as Vice President, Abbott International,
Pacific/Asia/Africa from 1998 to 2005. Mr. Chen was elected as a
corporate officer in 1998. |
| --- | --- |
| Thomas
C. Freyman | Mr. Freyman
serves as Executive Vice President, Finance and Chief Financial Officer, a
position he has held since 2004. Mr. Freyman was elected as a corporate
officer in 1991. |
| Stephen
R. Fussell | Mr. Fussell
serves as Senior Vice President, Human Resources, a position he has held
since 2005. From 1999 to 2005, he served as Vice President, Compensation and
Development. Mr. Fussell was elected as a corporate officer in 1999. |
| Robert
B. Hance | Mr. Hance
serves as Senior Vice President, Vascular, a position he has held since 2008.
He previously served as Senior Vice President, Diabetes Care Operations from
2006 to 2008. For a period of time in 2006, he served as Vice President and
President, Vascular Solutions. From 2003 to 2006, Mr. Hance served as
Vice President and President, Abbott Vascular Devices. He was elected as a
corporate officer in 1999. |
| John
C. Landgraf | Mr. Landgraf
serves as Senior Vice President, Pharmaceuticals, Manufacturing and Supply, a
position he has held since 2008. He previously served as Senior Vice
President, Global Pharmaceutical Manufacturing and Supply from 2004 to 2008.
Mr. Landgraf was elected as a corporate officer in 2000. |
| Holger
A. Liepmann | Mr. Liepmann
serves as Executive Vice President, Nutritional Products, a position he has
held since 2008. He previously served as Executive Vice President, Global
Nutrition from 2006 to 2008. For a period of time in 2006, Mr. Liepmann
served as Executive Vice President, Pharmaceutical Products Group. From 2004
to 2006, he served as Senior Vice President, International Operations.
Mr. Liepmann was elected as a corporate officer in 2001. |
| Greg
W. Linder | Mr. Linder
serves as Vice President and Controller, a position he has held since 2004.
He was elected as a corporate officer in 1999. |
| Heather
L. Mason | Ms. Mason
serves as Senior Vice President, Diabetes Care, a position she has held since
2008. She previously served as Vice President, Latin America Pharmaceuticals
from 2007 to 2008. From 2005 to 2007, she served as Vice President,
International Marketing and from 2001 to 2005, she served as Vice President,
Specialty Operations. Ms. Mason was elected as a corporate officer in
2001. |
| James
V. Mazzo | Mr. Mazzo
serves as Senior Vice President, Abbott Medical Optics, a position he has
held since 2009. He previously served as Chairman of the Board of Directors,
Advanced Medical Optics, Inc. (a global leader in the development,
manufacture, and marketing of medical devices for the eye) from 2006 to 2009.
From 2004 to 2009 he served as Chief Executive Officer of Advanced Medical
Optics, Inc. From 2004 to 2007 he served as President of Advanced
Medical Optics, Inc. He was elected as a corporate officer in 2009. |
| Edward
L. Michael | Mr. Michael
serves as Executive Vice President, Diagnostic Products, a position he has
held since 2008. He previously served as Executive Vice President,
Diagnostics from 2007 to 2008. For a period of time in 2007, Mr. Michael
served as Senior Vice President, Medical Products. From 2003 to |

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| | 2007,
he served as Vice President and President, Molecular Diagnostics. He was
elected as a corporate officer in 1997. |
| --- | --- |
| Donald
V. Patton Jr. | Mr. Patton
serves as Senior Vice President, U.S. Pharmaceuticals. Mr. Patton
previously served as Senior Vice President, U.S. Nutrition from 2007 to 2009.
During 2007, he served as Senior Vice President, Abbott Nutrition Products
Division. From 2006 to 2007, he served as Vice President, Diagnostic Global
Commercial Operations. From 2005 to 2006, he served as Vice President,
Commercial Operations. Mr. Patton served as Vice President, International
Marketing from 2004 to 2005. He was elected as a corporate officer in 2004. |
| Laura
J. Schumacher | Ms. Schumacher
serves as Executive Vice President, General Counsel and Secretary, a position
she has held since 2007. From 2005 to 2007, she served as Senior Vice
President, Secretary and General Counsel. Ms. Schumacher was elected as
a corporate officer in 2003. |
| Mary
T. Szela | Ms. Szela
serves as Senior Vice President, Global Strategic Marketing and Services,
Pharmaceutical Products Group. She previously served as Senior Vice
President, U.S. Pharmaceuticals from 2008 to 2009. She served as Senior Vice
President, Pharmaceutical Operations from 2007 to 2008. During 2006, she
served as Vice President, Commercial Pharmaceutical Operations. She served as
Vice President, Pharmaceutical Products, Primary Care Operations from 2001 to
2006. Ms. Szela was elected as a corporate officer in 2001. |
| Michael
J. Warmuth | Mr. Warmuth
serves as Senior Vice President, Diagnostics a position he has held since
2008. During 2008, he served as Vice President, Hematology Diagnostics. He
previously served as Vice President, Global Engineering Services from 2007 to
2008. From 2006 to 2007, Mr. Warmuth served as Divisional Vice
President, Global Engineering Services and from 2004 to 2006, he served as
Divisional Vice President of Quality, Global Pharmaceutical Operations.
Mr. Warmuth was elected as a corporate officer in 2007. |
| J.
Scott White | Mr. White
serves as Senior Vice President, U.S. Nutrition. He previously served as
Division Vice President and Regional Director for Latin America, Abbott
Nutrition International from 2007 to 2009. From 2005 to 2007 he served as
Division Vice President and General Manager for Pediatric Nutrition, U.S.
Nutrition. He was elected as a corporate officer in 2009. |

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*Information Concerning Directors and Executive Officers of Amber Acquisition Inc.*

The following table sets forth the name, present principal occupation or employment, and material occupations, positions, offices or employment for at least the past five years of each director and executive officer of Amber Acquisition Inc. Unless otherwise indicated, all positions set forth below opposite an individual’s name refer to positions within Abbott Laboratories. Unless otherwise indicated, the current business address of each of these individuals is 100 Abbott Park Road, Abbott Park, Illinois 60064-6400, and the current business phone number of each of these individuals is (847) 937-6100. Unless indicated otherwise, each of the persons listed below is a U.S. citizen.

Name	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Thomas
C. Freyman	Mr. Freyman
has been a director of Amber Acquisition Inc. since 2010 and serves as its
President. Mr. Freyman also serves as Executive Vice President, Finance
and Chief Financial Officer of Abbott Laboratories, a position he has held
from 2004 to the present. Mr. Freyman was elected as a corporate officer
of Abbott Laboratories in 1991.

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