The board of directors of Illinois-based Abbott has approved the separation of its research-based pharmaceuticals business, to be known as AbbVie, and declared a special dividend distribution of all outstanding shares of AbbVie common stock.
For every one share of Abbott common shares held, Abbott shareholders will receive one share of AbbVie common stock. No fractional shares of AbbVie will be issued. Shareholders will receive cash in lieu of fractional shares. The special dividend distribution is expected to be paid Jan. 1, 2013, to Abbott shareholders of record as of the close of business Dec. 12, 2012.
The distribution of AbbVie common stock will complete the separation from Abbott. After the distribution, AbbVie will be an independent, publicly-traded company and Abbott will retain no ownership interest. AbbVie common stock is expected to begin trading Jan. 2, 2013, on the New York Stock Exchange under the ticker symbol ABBV.
Distribution of the stock dividend is subject to the Securities and Exchange Commission having declared effective AbbVie's Registration Statement on Form 10, as amended, which AbbVie has filed. The special dividend distribution is subject to the conditions set forth in the Separation and Distribution Agreement between Abbott and AbbVie.
Abbott has received a private ruling from the IRS for U.S. federal income tax purposes, that the distribution of AbbVie common stock is tax-free to U.S. holders of Abbott common stock. However, cash received in lieu of fractional shares may be taxable to such holders. Abbott expects to mail the information statement to all shareholders entitled to receive the distribution of shares of AbbVie common stock in mid-December.
AbbVie will be a research-based specialty biopharmaceuticals company with a broad portfolio of medicines, including immunology and virology, and a pipeline of therapies. Abbott will be a science-based healthcare company with diversified offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals.