Abbott Laboratories – ‘SC 14D1/A’ on 5/2/96 re: Medisense Inc/MA – EX-99.11(A)

As of:  Thursday, 5/2/96   ·   Accession #:  912057-96-7834   ·   File #:  5-43527

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1/A   Amendment to Tender-Offer Statement -- Third-Party     6     16K 
                          Tender Offer                                           
 2: EX-99.11(A)  Miscellaneous Exhibit                                 2      8K 

EX-99.11(A)   —   Miscellaneous Exhibit

EX-99.11(A)
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                                                                 Exhibit (a)(11)

                                                   FOR IMMEDIATE RELEASE

                                    Media:
                                        Rick Moser
                                                 Abbott Laboratories
                                            (847) 937-8943

                                                  Financial Community:
                                               Patricia Bergeron
                                                 Abbott Laboratories
                                            (847) 938-5633

ABBOTT LABORATORIES ACQUIRES CONTROL OF MEDISENSE, INC.                         

    ABBOTT PARK, Ill., May 2, 1996 -- Abbott Laboratories announced today that
it has acquired control of MediSense, Inc. Abbott's cash tender offer to        
purchase all of the outstanding common stock of MediSense, Inc. expired as      
schedules at midnight, Eastern Standard Time, on Wednesday, May 1, 1996.  The   
tender offer has not been extended.                                             

A total of 19,121,138 shares of MediSense common stock were validly   
tendered and not withdrawn prior to the expiration of the offer, including      
2,217,972 shares subject to guaranteed delivery procedures.  Abbott has accepted
all of these shares for payment.  These shares represent approximately 94       
percent of MediSense's outstanding shares on a fully diluted basis.             

"Our acquisition of MediSense gives us a prominent position in an     
attractive new business for Abbott and will create many opportunities for       
synergy with other Abbott divisions," said Duane L. Burnham, Abbott chairman and
chief executive officer.  "We are proud to join MediSense's superior technology 
and outstanding people with our company."                                       

EX-99.11(A)
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     As the final step of the acquisition process, MediSense will be merged with
a wholly owned subsidiary of Abbott.  To complete this step, a special meeting  
of MediSense shareholders will be called to approve the merger.  Given Abbott's 
controlling interest int he company, shareholder approval is assured.           

Under the terms of Abbott's March 29, 1996, definitive agreement with 
MediSense, Abbott will pay the MediSense equity holders approximately $876      
million, net of the exercise price on existing MediSense options, for 100       
percent of the equity in MediSense.                                             

    MediSense is the biosensor technology leader in blood glucose self-testing
systems for people with diabetes.                                               

     According to Miles D. White, senior vice president, diagnostics operations,
Abbott has other internal and external initiatives underway to secure industry- 
leading technology in glucose monitoring.  "In addition to providing immediate  
access to the fastest-growing segment of the worldwide diagnostics market,      
MediSense's research and development program will augment Abbott's existing work
to develop and commercialize future non-invasive monitoring technologies," said 
White.                                                                          

  Abbott Laboratories is a worldwide manufacturer of health care products,
employing 50,000 people.  In 1995, the company's sales and net earnings were    
$10.0 billion and $1.7 billion, respectively, with earnings per share of $2.12. 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/2/96		1					8-K
		5/1/96		1
		3/29/96		2					8-K
									List all Filings