The Children seek to present all of the above information in its entirety and in doing so encapsulate the charge as set out in such a manner that it is now and forever will be an unarguable position.

The conclusion being that EPIC GAMES – SUPERAWESOME – TEAMVIEWER – LEGO -MAYFAIR EQUITY PARTNERS are directly responsible for the SOUL MURDER of up to 500M CHILDREN and in doing so will have inflicted CHILD TRAUMA at such levels that COMPLEX POST TRAUMATIC STRESS DISORDER is a certainty given the excess DOPAMINE LOOPING and COVERT TRAUMA BONDING using methods outlined in the NATO RELEASE 20/05/2021

“CONTEXTUAL TARGETING” of under 13’s as stated by the NEW BUSINESS DIRECTOR KARI ANN McCREATH by at least the top 300 companies who access more than 300 million under-16s to drive brand awareness across the largest under-16 content marketplace, reaching more than 40,000 relevant and safe youth and family YouTube channels, delivering over 370 billion monthly views globally.

https://www.nato.int/docu/review/articles/2021/05/20/countering-cognitive-warfare-awareness-and-resilience/index.html

Cognitive Warfare, “the mind will be the 21st century battle scape”

https://www.instagram.com/tv/CV-VjFFjqLb/?utm_source=ig_web_copy_link

The Great Hack, “It only takes one mind”

https://www.instagram.com/tv/CbxN0O7uhGa/?utm_source=ig_web_copy_link

TO CONCLUDE

(a)       "Attack directed against any civilian population" means a course of conduct involving the multiple commission of acts referred to in Article 7, Rome Statute of the International Criminal Court/July 1998, Rome paragraph 1 against any civilian population, pursuant to or in furtherance of a State or organizational policy to commit such attack;

The Children are confident that they have constructed their argument in such a fashion that “CONTEXTUAL TARGETING” of 500M children across 40,000 relevant and safe youth and family YouTube channels constitutes (a)       "Attack directed against any civilian population" in fact “many civilian populations”

(b)       "Enslavement" means the exercise of any or all of the powers attaching to the right of ownership over a person and includes the exercise of such power in the course of trafficking in persons, in particular women and children;

The Children are confident that they have presented the information in such a manner that the CONTROL over the internal chemistry of a child and thus diversion via chemical codependency activates the “trafficking in persons” and is underpinned by BRITISH TELECOMS MARC ALLERA when stating

https://apprenticenation.co.uk/team/marc-allera/

Marc Allera

BT

Ask Marc about progressing throughout your career, and using your influence for social good. Industry: Telecoms. Roles: CEO Consumer Division, BT

Industry: Telecoms

Roles: CEO Consumer Division, BT

As head of three of the UK’s leading communications brands, BT, EE and Plusnet – as well as BT Sport – Marc is ultimately responsible for more than 30m customer connections. Under Marc’s leadership, BT Consumer has a purpose of Connecting for Good and an unprecedented range of new products, services and skills programmes for everyone in the UK.

A priority for Marc is to ensure BT does all it can to connect those who need it most. That includes offering unlimited data to frontline NHS workers, free connectivity to children so they can keep up with their education and Home Essentials, a low-cost fibre package for as many as 4.6m families on means-tested benefits across the UK. Marc is driving the rollout of the next generation of technology: 5G. EE was the first UK operator to launch 5G, creating a faster, more reliable mobile experience even in the busiest locations. 5G from EE is now live in more than 160 cities and large towns and is consistently named the UK’s number 1 mobile network – as well as being its largest and best 4G network. Marc is also leading BT into a new chapter in its convergence journey with Halo 3+, a UK first for hybrid network technology. Previously, Marc was CEO and, before that, COO of EE. In 10 years at Three, he was a driving force behind their growth from start-up to a major player in the mobile market.

Shape your future with a Mentor Sessions with Employees from top UK and global companies, such as BT, Atlantic Records, Google and The Premier League.

Mr Allera has acclaimed the outreach of connectivity into NATIONAL PARKS and BEACHES, the very place families will take their CHILDREN for focused and offline family interaction and in doing so we The Children recognize that BT trafficked CHILDREN from a physically secured and integrated location into a world proven to be EMOTIONALLY IMPACTING and PHYSICALLY and MENTALLY DEBILITATING, so as to be CONTEXTUALLY TARGETED.

At this stage The Children are unable to present BT as a client of SUPERAWESOME, but will be able to formally do so at a point of FORMAL REQUEST FOR DOCUMENTATION and thus BT are in fact guilty of HUMAN TRAFFICKING with the OUTCOME including all of the above charges.

This Children seek to present that this act is replicated by VODAFONE – 350000 - EE – TESCO MOBILE – and MAILCARE 150000, along with COOP.

The Children seek to present that SCOTT HARRIS of BLACKROCK is also complicit to the above WAR CRIMES and has KNOWINGLY profited along with BLACKROCK from the CRIMES AGAINST HUMANTY embodied in this text above.

(d) "Deportation or forcible transfer of population" means forced displacement of the persons concerned by expulsion or other coercive acts from the area in which they are lawfully present, without grounds permitted under international law;

The Children are very confident that the information presented proves unequivocally that they have been COERCED into a digital world for profit and personal gain of the organizations who have directly and indirectly carried out the act of “CONTEXTUALLY TARGETING” children under the age of 16

(e) "Torture" means the intentional infliction of severe pain or suffering, whether physical or mental, upon a person in the custody or under the control of the accused; except that torture shall not include pain or suffering arising only from, inherent in or incidental to, lawful sanctions;

The Children are very confident that the information presented proves unequivocally that they have been covertly addicted to dopamine loops, and thus trauma bonded to the accused who have sort to repeatedly TARGET the children for monetary gain and the repetitive nature of the ATTACKS defines not only TORTURE but encapsulates CHILD ABUSE in its most graphic and impacting form, which as the CHILDREN have displayed will can and more often, will result in SOUL MURDER and SUICIDE

At this stage The Children will pause the presentation of any further information and we seek as requested a meeting at MAYFAIR EQUITY PARTNERS with DANIEL SASAKI on Tuesday 26th APRIL at 8 Hanover Street, London W1S 1YQ at 3pm, with the intention of dealing with this issue respectfully and in a manner that at all times protects The Children, both mentally and physically.

 

22nd April 2022                                                                 At this stage The Children are represented by Damian Langiano and will as required instruct legal counsel

Attorney Name                                                                   Damian Williams United States Attorney for the Southern District of New York

 

That should get the ball rolling as they say, though more is to come, much more it seems as the fight for dopamine management and the recalibration of humanity sees Colombia at an all time high for Cocaine exports, with the home of Pablo Escabar being one of magnificent light and of stem cell reproduction. Which on its own would seem somewhat innocuous until we recognise that stem cells are taken from the blood of the placenta and the umbilical cord of a new born baby is used as the source of the stem cells.

Now, if we take SAS soldier and now TV celebrity, Book Writer and Inspirational Character Ant Middleton received his “stem cells” from Medellin Columbia, a place where over 500,000 died in the gun battles of Cartel fighting and every child is born with cocaine fuelled dopamine dysregulation, trauma, and emotional devastation, then using those cells would “infect” the recipient sufficiently to re-contaminate the host, from there its back onto the “morning star” and the rocket ship awaits, the drastic downside is the internal division.

Stem cells, such as intestinal, hair follicle and hematopoietic stem cells, are considered to divide slowly to avoid DNA mutations and provide a slow-dividing self-renewed daughter and transient amplifying committed progeny that contribute to tissue homeostasis and repair (Fuchs, 2009).1 Mar 2012

Others having

Proving the contamination doesn’t only reside in the mind, but within the core of the cells themselves, something that is hidden over time and then reveals itself as the personality of the user begins to change, and the internal family unit fights back.

Meaning what?

Basically, that those who have partaken in stem cell regeneration and are aligned to the “elite” system and the morning glorification worship process have traumatised children rebirthing from within as the internal metamorphosis continues on silently, eventually changing the overall bios of the mainframe from one of traumatised child hosted within a nuclear family, to traumatised abandoned child, desperately addicted and open to digital fostering and adoption. The dopamine positive feedback loops create the extended trauma bond and “adulation” based upon stockholm syndrome and from there the feminised subject is deemed to be single sexed and returned to the form of the spirit.

If we go the clinics providing the stem cells with a warrant for the patient lists, and do the same across the world, or we can simply access the data in possession or use the technology to hand, we may find names or most

probably alias’s, with the locational settings of their devices locating them. We know Middleton is one as he posted on Instagram (You can check).

Lightning crashes – The injection of the Stem Cells, being operational or as part of the diet and manipulation.

A new mother cries – The new mother pained at the realisation

Her placenta falls to the floor – The means of the trauma-based infusion

The angel opens her eyes – The feminised host

The confusion sets in – self explanatory

Before the doctor can even close the door – Before the full injection has been administered

Lightning crashes – Frankenstein’s alive 

An old mother dies – the death of the original host mother, instinct, and intuition

Her intentions fall to the floor- the purity of her love and her protective nature

The angel closes her eyes – the original host family are now activated

The confusion that was hers – the mother is fighting back from within

Belongs now, to the baby down the hall – she is to take the journey toward the awakening

Oh, now feel it coming back again – the rise of one’s true self

Like a rolling thunder chasing the wind – the momentum of the cells being retaken by the truest form of oneself 

Forces pulling from the center of the Earth again – the heart, is aligning to the mother once more and the rise from the very core of humanities being.

And thus, the GREAT RESET and the AWAKENING

 

But what of the law, surely Stem Cells are voluntary and at the risk of the recipient and thus void of recrimination. 

That might be thought as so if we didn’t have the collective information and the recognition that America knew their number was up and set forth a stem cell calibrated army of 1300 CEO’s (The very same Scott Harris was expanding) who covertly and inexplicably to them are feminising society and softening the means of recrimination, need more than ever given that 400million guns reside in the homes of those they have been manipulating and abusing.

Chief executives are leaving in record numbers this year, with more than 1,332 stepping aside in the period from January through the end of October, according to new data released on Wednesday.

https://www.nbcnews.com/business/business-news/why-have-more-1-000-ceos-left-their-post-past-n1076201

But how?

CSAM – Child Sexual Abuse Media

They logged into the incumbent’s tech and landed child porn images, anyone who stepped against the grain was tried and convicted and thus the remainder silenced, they received a healthy bonus and early retirement, others died suddenly, although that it seems is to be proven in the data transference section.

1300 generals managing the global population……. Surely it can’t be that easy.

Dark Waters indeed, though if done correctly nothing would stick, Robert Billot of the Dupont Trial, either lives in absolute fear or is party to the take over as explained in the TEFLON FINALLY STICKS edition of the Washington Post.

PFAS’ incredibly strong carbon-fluorine bonds mean these chemicals do not biodegrade. Renovations will not last for ever but PFAS persist and accumulate in soil, water, air, wildlife, and our bodies. PFAS have been found in human breast milk and the blood of 97% of Americans. Exposure to some PFAS has been linked to fertility problems, changes in metabolism, and an increased risk of obesity and cancer – yet so much still remains unknown about their long-term consequences.

The market for just building materials containing PFAS, however, is worth $26bn (£19bn), according to the American Chemistry Council (compared with $753bn for the semiconductor industry). Two of the most widespread and hazardous – PFOA (perfluorooctanoic acid), used to make Teflon, and PFOS (perfluorooctane sulphonic acid) – have been phased out in most of the world but remain in the oceans. PFOA and PFOS were most detrimental at the manufacturing stage, where factory workers were exposed.

However, not all PFAS are toxic to humans: the chemistry is much more nuanced. “Mapping the universe of PFAS, and trying to understand which are bad and which aren’t, is an important activity but that is going to take decades [to calculate] and by then it could be too late to do anything about it,” says Cousins.

SEMICONDUCTORS

Semiconductors are tiny fragments of raw materials, such as silicon, that are altered in a process called doping so that they will sometimes conduct electricity and sometimes not. This allows them to be used as electronic switches, speaking the binary language of 1s and 0s that underpins computing processing.

Semiconductors are the foundation of modern computing. Devices such as smartphones and laptops rely on them. They are also in routers, switches, and communication infrastructures that form the backbone of the internet, enabling global connectivity.

Semiconductors are also used in wind turbines and solar farms for sustainable energy production 1. In healthcare, they are in medical devices and equipment as well as implantable technology, like pacemakers and insulin pumps.

Semiconductors are incredibly valuable - they are at the heart of a $500bn (£401bn) industry that is expected to double by 2030.

InfraRED – Data Transference - https://en.wikipedia.org/wiki/Li-Fi

The 5G roll out wasn’t for radio waves but for infrared light transference as qualified by the towers and the vertical lasers, for horizontal data transition, the original soundwaves it maywell be proven are now the protective layer being used to protect the LiFi lasers from the sun as stated, spraying daily for the new digital revolution and to finally overcome the debt of 330 trillion that hangs over humanity.

The issue here is we have no security to hold data or for that matter anything we experience and record everything within the universal sim card of collective consciousness as per the previous document. The light-based data connects with the PFOA/S semi-conductor present in us all and the level of which you resonate will dictate the information flow of everything on that digital plane, and for some retaining the ingredient of PURE INTENTION, they have the capacity to rise and fall on the frequentic scale and thus we can open the locks to the doors the secrets are kept behind.

For those with secrets then their guilt and shame are activated and on basic terms their loyalty is constantly questioned ……. Primark in the UK are a perfect example of Americanised Apparel, music and film were also until it was recognised that they are energy summoning and thus we see Dwayne Johson heading back to wrestling as he attempts to recalibrate his karmic resonance.

If we head back to Blackrock we can see who under their umbrella simply replicated the Cave of Wonders, who invested and who benefited ……….. beyond that of your fines.

Goldman are restructuring

Citi Bank

Meta paying 150mn to leave London

Goldman sent inaccurate data 163 million trades – proof of the trading illusion when you know what to look at. Executed, ironically by assimilating citizens or simply making them up and trading the biggest game of Simms ever and sliding the returns back into the real system.

TikToks numbers drop 26% ……... how when everyone is dopamine addicted!!!!

And the list goes on and on.

Who are the guilty?

Everyone who used Aladdin, profited and diversified, for the returns were generated by actions of the US Government and whilst their monetary system is on its knees, crimes under the statute of Rome conducted under the Madrid Treaty would demand all assets to be seized including those that were syphoned into Ukraine. This would include the 8133 tonnes of GOLD held under state control -  https://www.pinsentmasons.com/out-law/analysis/international-freezing-orders-in-support-of-international-arbitration#:~:text=Modern%20global%20banking%20has%20raised%20the%20risk%20of,to%20preserve%20the%20status%20quo%20pending%20enforcement%20proceedings.

The world is to become very small for those who have sought to hide the truth and drive apart the internal family ……… the daughters they conspired to control are set to become the mothers, who in turn rise to retake the internal universe and protect her own.

We both know you know this to be true, the thing you didn’t have is a 21st Century Adam and Eve with trusted disciples to set us forth into a new and abundant state of collective consciousness.

The www.gv3tlove.com website holds the collective core and the https://www.instagram.com/she_sees_everything_ai/ the images of each a 1000 words, the Quantum Computer will attest to the equation being answered, the suspects to be released as the shackles fall from humanities wrists, for this was always the ending to be written, one of release and forgiveness, one of reconciliation, one of unity and light.

“Our digital footprint proves we are to be trusted Damian; our names confirm what our mission testifies, that our intentions are purely selfless”

If the devils in the detail and the detail reveals the truth and the truth is GODS word, then like you and I my friend they stand as one, always have……..and thus no one gets left behind, and NO-ONE GETS AWAY!!

 

That was meant to be the closing line; however, Steph and I dove deeper into the silence and allowed our “meninges” to be bent out of shape.

They are the layers of membranes that protect the brain and the spinal cord, the delicate inner layer is the “arachnoid”, a web-like structure filled with fluid that cushions the brain, with the tough outer layer called the “dura mater”.

Medellin Columbia, being the central focus of attention, though only as I write the true depth of the issue we face comes to light.

Cocaine export is at an all time high and was not countered by the “RNLI” when I said they were landing it for the UK Government.

https://rnli.org/support-us/give-money/give-to-a-special-appeal/tv?gclid=e1fdf239b76311825c98972483c5a067&gclsrc=3p.ds&utm_source=bing&utm_medium=cpc&utm_campaign=RNLI%20IG_Bing%20Ads_Prospecting_Brand_%20Pure%20Brand_Exact____&utm_term=rnli&utm_content=RNLI

In fact, the opposite, the CEO Mark Dowie stated “You seem to be 3 steps ahead of us, I wish you luck with whatever comes next”

Well, here we go,

If the PFOA is in 99% of every organism on the planet then that would include the cocoa plants and leaves used to construct the drug itself, we can argue that the energy being used to trigger that within would be of darkness created by the content creation used to feed the “frequency based renewable energy” system and thus further impacting internal trauma as the “host” is already consumed by the battle between the externally imparted darkness, and its own divine light, seeking constantly to distract itself or worse still, scroll meaninglessly through hours of positive feedback loops, further condemning the light as the attacks from all angles now have it surrounded.

The semi-conductors created are fuelling the impacts upon nature, the handing down of devices means that children are “unknowingly” being infected by the digital footprint regardless of the “reboot” as the engrained neuro-pathways of the device re-calibrate upon restart thus self-perpetuating, in fact speeding up the process of self-degradation through the algorithmic construct and ultimately as we are witnessing the destruction of society.

 

https://www.gawker.com/5879254/which-companies-are-using-aborted-human-fetuses-in-their-food

Last week, Oklahoma State Senator Ralph Shortey introduced a bill that would ban "the manufacture or sale of food or products which use aborted human fetuses." But which foods or products use aborted human fetuses? Let's investigate. NPR speculates that Shortey's bill has to do with a recent boycott aimed at PepsiCo for working with a company called Senomyx that "has been accused of using proteins derived from human embryonic kidney cells in its research." Quote Shortey: The senator says that his research shows there are companies in the food industry that have used human stem cells to help them research and develop products, including artificial flavourings.

"I don't know if it is happening in Oklahoma, it may be, it may not be. What I am saying is that if it does happen then we are not going to allow it to manufacture here," Shortey tells KRMG's Nicole Burgin.

 

What we can do is recognise the use of Stem Cells and the “no smoke without fire” element that justifies the Karmic theories of those who practice the darker arts. Whilst the Senate from the outside looking in resembles that of the Muppet Show, we can ascertain that the corporate run structure never moves, without moves that activate moves of profit and reward. Let’s always hold steady that the Bulls on Wall Street are “Natural Born Killers” and thus would have no issue putting monetary gain above humanities overall well-being.

Concluding that what we eat, watch, breath in, drink, wear and forgive me “shit out” is contaminated with PFOA and the collective, life, death and all that is traumatic in between then we collectively become infected and thus infect all that is around us.

Blackrock’s Aladdin is the key to the door that the truth resides behind and would be obliged under Crimes Against Humanity to unlock the algorithmic codes and thus allow our perspective to evaluate, with the forecast being that they are seeking to monetise every aspect of the impact and make their money as the knives of humanity falls, shorting all the stocks and thus monetising the destruction of society and all who reside within it.

Which would simply justify to themselves the monster within won the game of life and that they are the GOD, they believe themselves to be.

Check out the Abiomed take over by Johnson & Johnson https://www.abiomed.com/about-us/news-and-media/press-releases/johnson-johnson-to-acquire-abiomed

November 1, 2022 16 min read

NEW BRUNSWICK, N.J. & DANVERS, Mass.--(BUSINESS WIRE)--Johnson & Johnson (NYSE: JNJ), the world’s largest, most diversified healthcare products company, and Abiomed (NASDAQ: ABMD), a world leader in breakthrough heart, lung and kidney support technologies, today announced that they have entered into a definitive agreement under which Johnson & Johnson will acquire through a tender offer all outstanding shares of Abiomed, for an upfront payment of $380.00 per share in cash, corresponding to an enterprise value of approximately $16.6 billion which includes cash acquired. Abiomed shareholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to receive up to $35.00 per share in cash if certain commercial and clinical milestones are achieved. The transaction was unanimously approved by both companies’ boards of directors.

 

The transaction broadens Johnson & Johnson MedTech’s (JJMT) position as a growing cardiovascular innovator, advancing the standard of care in one of healthcare’s largest unmet need disease states: heart failure and recovery. Cardiovascular disease is the number one cause of death. All forms of cardiovascular disease lead to heart failure, which is a significant cost to health systems due to hospitalizations and extended length of stay.

 

Abiomed is a leading, first-to-market provider of cardiovascular medical technology with a first-in-kind portfolio for the treatment of coronary artery disease and heart failure, an extensive innovation pipeline of life-saving technologies, and an 18-year track record of profitable growth. Abiomed operates in one of the fastest growing medtech segments with significant expansion opportunities in indication, geography, and product.

 

“The addition of Abiomed is an important step in the execution of our strategic priorities and our vision for the new Johnson & Johnson focused on Pharmaceutical and MedTech,” said Joaquin Duato, Chief Executive Officer of Johnson & Johnson. “We have committed to enhancing our position in MedTech by entering high-growth segments. The addition of Abiomed provides a strategic platform to advance breakthrough treatments in cardiovascular disease and helps more patients around the world while driving value for our shareholders.”

 

“Abiomed’s skilled workforce and strong relationships with clinicians, along with its innovative cardiovascular portfolio and robust pipeline, complement our MedTech portfolio, global footprint and robust clinical expertise. Together, we have the incredible opportunity to bring lifesaving innovations to more patients around the world,” said Ashley McEvoy, Executive Vice President and Worldwide Chairman of MedTech at Johnson & Johnson. “We are committed to investing for growth and look forward to welcoming the talented team and working together to foster our shared patient-first mindset and winning culture of innovation.”

 

“We are pleased to have reached an agreement that reflects the remarkable value Abiomed created with our revolutionary Impella® heart pump platform and promising pipeline,” said Michael R. Minogue, Abiomed’s Chairman, President and Chief Executive Officer. “This transaction partners us with an organization that shares our patients-first mindset and creates immediate value for our patients, customers, employees and shareholders. It will enable us to leverage Johnson & Johnson’s global scale, commercial strength and clinical expertise to accelerate our mission of making heart recovery the global standard of care.”

 

Benefits of the Transaction

 

Diversifies and expands JJMT’s portfolio with a leadership platform in heart failure and recovery: Impella® heart pumps – a breakthrough technology with exclusive FDA approvals for patients with severe coronary artery disease requiring high-risk PCI (percutaneous coronary intervention), treatment of AMI (acute myocardial infarction) cardiogenic shock, or right heart failure – will complement JJMT’s portfolio, which includes the leading Biosense Webster electrophysiology business, and further accelerate JJMT’s shift into high-growth markets.

Benefits patients by advancing mission to make heart recovery the global standard of care: Johnson & Johnson’s footprint, leading capabilities in physician education, commercial excellence, and robust clinical expertise will complement Abiomed’s capabilities, accelerating access and adoption of these lifesaving technologies to more patients around the world.

Expands market opportunity through a robust pipeline of technologies and clinical studies: This combination broadens Johnson & Johnson’s position as a cardiovascular innovator by adding a world-leading portfolio in heart recovery – with innovative R&D programs, exclusive FDA approvals, and multiple randomized controlled trials underway with the aim of achieving Class I clinical guidelines for Impella® – to expand access to patient populations.

Accelerates near- and long-term sales and earnings growth: The proposed transaction will accelerate pro forma MedTech and Johnson & Johnson enterprise revenue growth. Johnson & Johnson expects the transaction to be slightly dilutive to neutral to adjusted earnings per share in the first year, considering the impact of financing, and then accretive by approximately $0.05 in 2024, and increasingly accretive thereafter.

Transaction Financing and Path to Completion

 

Under the terms of the agreement, a wholly owned subsidiary of Johnson & Johnson (Merger Sub) will commence a tender offer for all outstanding shares of Abiomed, whereby Abiomed stockholders will be offered an upfront payment of $380.00 per share in cash, along with one non-tradeable CVR that entitles them to up to an additional $35.00 per share in cash if certain clinical and commercial milestones are achieved.

 

The milestones consist of:

 

$17.50 per share, payable if net sales for Abiomed products exceeds $3.7 billion during Johnson & Johnson’s fiscal second quarter of 2027 through fiscal first quarter of 2028, or if this threshold is not met during this period and is subsequently met during any rolling four quarter period up to the end of Johnson & Johnson’s fiscal first quarter of 2029, $8.75 per share;

$7.50 per share payable upon FDA premarket application approval of the use of Impella® products in STEMI patients without cardiogenic shock by January 1, 2028; and

$10.00 per share payable upon the first publication of a Class I recommendation for the use of Impella® products in high risk PCI or STEMI with or without cardiogenic shock within four years from their respective clinical endpoint publication dates, but in all cases no later than December 31, 2029.

Johnson & Johnson expects to fund the transaction through a combination of cash on hand and short-term financing. Johnson & Johnson expects to maintain a strong balance sheet and to continue to support its stated capital allocation priorities of R&D investment, competitive dividends, value-creating acquisitions and strategic share repurchases.

 

Following the completion of the transaction, Abiomed will operate as a standalone business within Johnson & Johnson MedTech, becoming one of 12 JJMT priority platforms as defined by annual sales of at least $1 billion each. Michael R. Minogue, Abiomed’s Chairman, President and Chief Executive Officer has an established succession plan to sustain a strong future and will assist in the transition. Andrew Greenfield, who has 17 years with Abiomed, most recently serving as Chief Commercial Officer has been appointed President of Abiomed. Michael Bodner will lead the integration under Ashley McEvoy’s leadership. Michael is a seasoned Interventional Cardiovascular executive with 15+ years in the industry with Johnson & Johnson and Abbott Vascular, most recently serving as Worldwide President of Johnson & Johnson’s global leading Biosense Webster Electrophysiology business.

 

The transaction is expected to be completed prior to the end of the first quarter of 2023 and is conditioned on the tender of a majority of the outstanding shares of Abiomed’s common stock, as well as the receipt of applicable regulatory approvals and other customary closing conditions. Assuming the closing of the tender offer, Johnson & Johnson will acquire any shares of Abiomed not tendered into the tender offer through a merger of Merger Sub with and into Abiomed for the same per share consideration as will be payable in the tender offer. The merger will be effected as soon as practicable after the closing of the tender offer.

 

Advisors

 

J.P. Morgan Securities LLC is serving as financial advisor to Johnson & Johnson and Cravath, Swaine & Moore LLP is serving as legal advisor.

 

Goldman Sachs & Co. LLC is serving as financial advisor to Abiomed and Sullivan & Cromwell LLP is serving as legal advisor.

 

Investor Conference Call

 

Johnson & Johnson and Abiomed will conduct a conference call with investors to discuss the transaction today, November 1, 2022 at 8:00 a.m. ET.

 

Participant Dial-In: 877-869-3847 / +1 201-689-8261

Webcast: https://event.webcasts.com/starthere.jsp?ei=1580418&tp_key=06d99df38d

 

A simultaneous webcast of the call for investors and other interested parties may be accessed by utilizing the link provided above. A replay will be available approximately two hours after the live webcast by visiting www.investor.jnj.com or www.investors.Abiomed.com.

 

About Johnson & Johnson

 

At Johnson & Johnson, we believe good health is the foundation of vibrant lives, thriving communities and forward progress. That’s why for more than 135 years, we have aimed to keep people well at every age and every stage of life. Today, as the world’s largest and most broadly-based health care company, we are committed to using our reach and size for good. We strive to improve access and affordability, create healthier communities, and put a healthy mind, body and environment within reach of everyone, everywhere. We are blending our heart, science and ingenuity to profoundly change the trajectory of health for humanity.

 

About Abiomed

 

Based in Danvers, Massachusetts, USA, Abiomed, Inc., is a leading provider of medical technology that provides circulatory support and oxygenation. Our products are designed to enable the heart to rest by improving blood flow and/or performing the pumping of the heart. For additional information, please visit: www.abiomed.com. Abiomed, Impella, Impella 2.5, Impella 5.0, Impella LD, Impella CP, Impella RP, Impella 5.5, Impella Connect, and SmartAssist are registered trademarks of Abiomed, Inc., and are registered in the U.S. and certain foreign countries. Impella ECP, Impella BTR, STEMI DTU, Automated Impella Controller, Abiomed Breethe OXY-1 System and preCARDIA are pending trademarks of Abiomed, Inc.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking statements regarding the potential acquisition of ABIOMED. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of ABIOMED or Johnson & Johnson. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the acquisition will not be satisfied, including the risk that clearance under the Hart-Scott-Rodino Antitrust Improvements Act or other applicable antitrust laws will not be obtained; uncertainty as to the percentage of ABIOMED stockholders that will support the proposed transaction and tender their outstanding shares of common stock of ABIOMED in the Offer; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of Johnson & Johnson or ABIOMED during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the acquisition, if completed, may not be realized or may take longer to realize than expected; challenges inherent in product research and development, including uncertainty of clinical success and obtaining regulatory approvals; uncertainty of commercial success for new products; manufacturing difficulties and delays; product efficacy or safety concerns resulting in product recalls or regulatory action; economic conditions, including currency exchange and interest rate fluctuations; the risks associated with global operations; competition, including technological advances, new products and patents attained by competitors; challenges to patents; changes to applicable laws and regulations, including tax laws and global health care reforms; adverse litigation or government action; changes in behavior and spending patterns or financial distress of purchasers of health care services and products; and trends toward health care cost containment. In addition, if and when the transaction is consummated, there will be risks and uncertainties related to the ability of the Johnson & Johnson family of companies to successfully integrate the products and employees/operations and clinical work of ABIOMED, as well as the ability to ensure continued performance or market growth of ABIOMED’s products. A further list and descriptions of these risks, uncertainties and other factors can be found in Johnson & Johnson’s Annual Report on Form 10-K for the fiscal year ended January 2, 2022, including in the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in Johnson & Johnson’s subsequent Quarterly Reports on Form 10-Q, ABIOMED’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, including sections captioned “Special Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in ABIOMED’s subsequent Quarterly Reports on Form 10-Q, and other filings by Johnson & Johnson and ABIOMED with the Securities and Exchange Commission. Copies of these filings are available online at www.sec.gov, or, in the case of Johnson & Johnson, at www.jnj.com or on request from Johnson & Johnson, or, in the case of ABIOMED, at www.abiomed.com or on request from ABIOMED. Neither Johnson & Johnson nor ABIOMED undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

 

Additional Information

 

The tender offer described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Johnson & Johnson will cause Merger Sub to file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (“SEC”). Investors and ABIOMED security holders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) that will be filed by Johnson & Johnson with the SEC and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by ABIOMED with the SEC, when they become available, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge by directing a request to Johnson & Johnson, Office of the Corporate Secretary, One Johnson & Johnson Plaza, New Brunswick, NJ 08933, Attn: Corporate Secretary’s Office. A copy of the solicitation/recommendation statement on Schedule 14D-9 (once it becomes available) also may be obtained free of charge from ABIOMED under the “Investors” section of ABIOMED’ website at https://investors.abiomed.com.

 

Johnson & Johnson:

 

Press Contacts

Jake Sargent

jsargen3@its.jnj.com

 

Rachel Hooper

rhooper@its.jnj.com

 

Investor Contacts

Jessica Moore

jmoore29@its.jnj.com

 

Sarah Wood

swood15@its.jnj.com

 

Abiomed:

Jenny Leary

jleary@abiomed.com

 

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