This Amendment No. 5 to
Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed
with the Securities and Exchange Commission (the “SEC”) on November 15, 2022 (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time,
the “Schedule 14D-9”) by ABIOMED, Inc., a Delaware corporation (the “Company”). The Schedule 14D-9 relates to the cash
tender offer by Athos Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), disclosed in the Tender Offer Statement on Schedule
TO (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “Schedule TO”), filed by Merger Sub and Parent with the SEC on November 15, 2022, to purchase all of the outstanding shares
of common stock, par value $0.01 per share (the “Shares”), of the Company at a price per Share of (i) $380.00 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “Cash
Amount”), plus (ii) one non-tradeable contractual contingent value right per Share (each, a “CVR”), which CVR represents the right to receive contingent payments of up to $35.00 per Share,
in cash, without interest and less any required withholding taxes, in the aggregate, upon the achievement of specified milestones, upon the terms and subject to the conditions set forth in the offer to purchase, dated November 15, 2022, and in
the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged.
Item 8. Additional Information
Item
8 (“Additional Information”) is hereby amended and supplemented as follows:
The following section is inserted
immediately before the section “Appraisal Rights” as follows:
“Expiration of the Offer and Completion of the Merger
At 11:59 p.m., New York time, on Wednesday, December 21, 2022, the Offer and withdrawal rights expired as scheduled and were not
extended. According to Parent, Merger Sub was advised by the Depositary (as defined in the Offer to Purchase) that, as of the Expiration Time, 25,759,195 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing
approximately 57.1% of the then-outstanding Shares. As a result, the Minimum Condition has been satisfied. In addition, according to Parent, Merger Sub was advised by the Depositary that, as of the Expiration Time, Notices of Guaranteed Delivery had
been received for 13,631,566 Shares, representing approximately 30.2% of the then-outstanding Shares. As the Minimum Condition and each of the other Offer Conditions have been satisfied, Merger Sub has accepted for payment all Shares that were
validly tendered and not validly withdrawn pursuant to the Offer.
Following the expiration of the Offer and acceptance for payment of the
Shares validly tendered and not validly withdrawn pursuant to the Offer, on December 22, 2022, the Company, Parent and Merger Sub consummated the Merger pursuant to the terms of the Merger Agreement in accordance with Section 251(h) of the
DGCL, without a vote on the adoption of the Merger Agreement by Company stockholders, with the separate corporate existence of Merger Sub ceasing and the Company continuing as the surviving corporation in the Merger under the name “ABIOMED,
Inc.”, thereby becoming a wholly owned subsidiary of Parent.
