Federal Register #2026-11063

Proposed Exemption for Abiomed Retirement Savings Plan to Hold Contingent Value Rights (CVRs)

This opportunity involves a proposed exemption by the Department of Labor's Employee Benefits Security Administration for the Abiomed Retirement Savings Plan in Danvers, MA: - Government Buyer: - U.S. Department of Labor, Employee Benefits Security Administration, Office of Exemption Determinations - OEMs and Vendors: - Abiomed, Inc. (issuer of common stock and CVRs) - Johnson & Johnson, Inc. (acquirer via tender offer) - Products/Services Requested: - Abiomed common stock (73,816 shares held by the Plan) - Contingent Value Rights (CVRs) associated with Abiomed stock, entitling holders to up to $35 per share upon achievement of specified milestones - Unique or Notable Requirements: - Exemption allows the Plan to acquire and hold CVRs, which are otherwise non-qualifying employer securities under ERISA - No fees or commissions paid for acquiring or holding CVRs; all transactions on same terms as other shareholders - Recordkeeping required for six years from the date of purchase - Audit rights for milestone verification and Department access to records within 30 days upon request - Plan participants must receive the same rights as other CVR holders - Place of Performance: - Abiomed Retirement Savings Plan, Danvers, MA

Description

This notice pertains to a proposed exemption that, if granted, would allow the Abiomed Retirement Savings Plan to acquire and hold certain contingent value rights (CVRs) and receive related payments, which would otherwise violate ERISA and the Internal Revenue Code. The exemption would permit the Plan to participate in a tender offer by Johnson & Johnson to purchase Abiomed common stock and receive CVRs on the same terms as other shareholders. The exemption aims to ensure the Plan receives the same consideration as other shareholders without paying fees or commissions. The exemption, if granted, would be effective as of November 15, 2022, and is subject to conditions including recordkeeping and audit provisions.

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