CSII Cardiovascular Systems Inc

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 27, 2023 (the “Closing Date”), Cardiovascular Systems, Inc., a Delaware corporation (“CSI”), was acquired by Abbott Laboratories, an Illinois corporation (“Abbott”), pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023 (the “Merger Agreement”), by and among CSI, Abbott and Cobra Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Abbott (“Merger Sub”). Abbott completed the acquisition of CSI through the merger of Merger Sub with and into CSI, with CSI surviving the merger as a subsidiary of Abbott (the “Merger”).

At the effective time of the Merger (the “Effective Time”), each share of CSI’s common stock, par value $0.001 per share (the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Shares (a) owned by CSI, Abbott or any direct or indirect wholly-owned subsidiary of CSI or Abbott immediately prior to the Effective Time and (b) as to which appraisal rights were properly exercised (the preceding (a) and (b), collectively, the “Excluded Shares”)), was automatically converted into the right to receive $20.00 in cash per Share, without interest (the “Per Share Merger Consideration”).

Also at the Effective Time, (a) each option to purchase Shares that was outstanding and unexercised immediately prior to the Effective Time (each, a “Company Stock Option”), was accelerated and fully vested (to the extent unvested) and, after giving effect to such acceleration, cancelled and converted into the right of the holder thereof to receive, without interest, a cash payment equal to the product of (i) the number of Shares for which such Company Stock Option was exercisable and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share of such Company Stock Option, subject to any applicable tax withholding, with any Company Stock Option with an exercise price per Share that was equal to or greater than the Per Share Merger Consideration being canceled for no consideration; (b) each Share that was subject to vesting (whether time-based or performance-based), repurchase or other lapse restriction awarded under any stock plan of CSI (each, a “Company Restricted Share”) that was outstanding immediately prior to the Effective Time was accelerated and fully vested (to the extent unvested) and treated as an issued and outstanding Share, with the holder thereof becoming entitled to receive the Per Share Merger Consideration for each Company Restricted Share, subject to any applicable tax withholding; and (c) each restricted stock unit representing the right to vest in and be issued Shares or the cash equivalent thereof and awarded under any stock plan of CSI (each, a “Company RSU”) that was issued and outstanding immediately prior to the Effective Time was accelerated and fully vested (to the extent unvested) and, after giving effect to such acceleration, cancelled and converted into the right of the holder thereof to receive, without interest, a cash payment equal to the product of (i) the number of Shares subject to such Company RSU immediately prior to the Effective Time and (ii) the Per Share Merger Consideration, subject to any applicable tax withholding.

The aggregate consideration paid in connection with the Merger was approximately $850 million, without giving effect to related transaction fees and expenses.

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 filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.