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Guidant Corporation And Johnson & Johnson Announce New Definitive Acquisition Agreement
Guidant Corporation (NYSE: GDT) and Johnson & Johnson (NYSE: JNJ) today
announced that they have reached a new agreement whereby Johnson & Johnson
will acquire Guidant for $24.2 billion in fully diluted equity value. The
boards of directors of both companies have unanimously approved the revised
Johnson & Johnson offer and the Guidant board of directors recommends that
Guidant shareholders vote in favor of the revised merger agreement at the
scheduled January 31 shareholder meeting.
Under the new agreement, Johnson & Johnson will pay $40.52 in cash and
.493 shares of Johnson & Johnson common stock for each outstanding share of
Guidant common stock. Valued as of the market close on January 13, the
transaction has a per share value of $71.00 to Guidant shareholders.
"This agreement with Johnson & Johnson provides significant financial
value and certainty for shareholders," said James Cornelius, chairman and
chief executive officer, Guidant Corporation. "Together with Johnson &
Johnson, we will have the resources to continue to build upon the existing
Guidant businesses in our pursuit of meaningful innovations to address
cardiovascular disease."
Johnson & Johnson Chairman and Chief Executive Officer William C. Weldon
indicated that the companies are eager to close and begin to implement the
integration plans they have been developing throughout the past year.
"Together, we are ready to execute our plans focused on creating the world's
broadest and most comprehensive cardiovascular device company that will bring
meaningful technology solutions to address this devastating disease," he said.
"The legacy of the Guidant organization and the people who have built it are
assets that serve as a firm foundation for future growth in this important
category."
The companies will promptly file updated materials with the Securities and
Exchange Commission (SEC), including a supplement to the existing proxy
statement/prospectus.
Johnson & Johnson will discuss the transaction further at its scheduled
analyst meeting on January 24.
Guidant Corporation pioneers lifesaving technology, giving an opportunity
for better life today to millions of cardiac and vascular patients worldwide.
The Company develops, manufactures and markets a broad array of products and
services that enable less invasive care for some of life's most threatening
medical conditions. For more information, visit http://www.guidant.com.
Johnson & Johnson is the world's most comprehensive and broadly based
manufacturer of health care products, as well as a provider of related
services, for the consumer, pharmaceutical, and medical devices and
diagnostics markets. The more than 200 Johnson & Johnson operating companies
employ approximately 115,000 men and women in 57 countries and sell products
throughout the world.
(This press release contains "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. These statements are
based on current expectations of future events. If underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize, actual results
could vary materially from the Companies' expectations and projections. Risks
and uncertainties include the satisfaction of the conditions to closing,
including receipt of approval by holders of Guidant securities, general
industry conditions and competition; economic conditions, such as interest
rate and currency exchange rate fluctuations; technological advances and
patents attained by competitors; challenges inherent in new product
development, including obtaining regulatory approvals; domestic and foreign
health care reforms and governmental laws and regulations; and trends toward
health care cost containment. A further list and description of these risks,
uncertainties and other factors can be found in Exhibit 99(b) of the Johnson &
Johnson Annual Report on Form 10-K for the fiscal year ended January 2, 2005,
the Guidant Corporation Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, and subsequent filings by each company on Forms 10-Q and
Forms 8-K. Copies of these Forms 10-K, as well as subsequent filings, are
available online at http://www.sec.gov or on request from the respective
companies. The companies assume no obligation to update any forward-looking
statements as a result of new information or future events or developments.)
Guidant Corporation and Johnson & Johnson have filed with the Securities
and Exchange Commission (SEC) a definitive proxy statement/prospectus and will
file other documents regarding the proposed merger between Guidant and Johnson
& Johnson. This proxy statement/prospectus has been sent to all security
holders of Guidant seeking their approval of the transaction. Investors are
urged to read the definitive proxy statement/prospectus and any other relevant
documents filed or to be filed with the SEC because they contain important
information. The proxy statement/prospectus and other documents filed or to be
filed by Johnson & Johnson and Guidant with the SEC are or will be available
free of charge at the SEC's website, http://www.sec.gov, or by directing a
request to Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ
08933, Attention: Investor Relations; or by directing a request to Guidant
Corporation, 111 Monument Circle, #2900, Indianapolis, IN 46204-5129,
Attention: Investor Relations.
Johnson & Johnson, Guidant Corporation, their respective directors, and
certain of their respective executive officers may be considered participants
in the solicitation of proxies from Guidant shareholders in connection with
the proposed transactions. Information about the directors and executive
officers of Johnson & Johnson and their ownership of Johnson & Johnson stock
is set forth in Johnson & Johnson's most recent filing on Form 10-K.
Information about the directors and executive officers of Guidant and their
ownership of Guidant stock is set forth in Guidant's most recent filing on
Form 10-K. Investors may obtain additional information regarding the interests
of such participants by reading the definitive proxy statement/prospectus.
Johnson & Johnson
http://www.jnj.com
Guidant Corporation
http://www.guidant.com
Guidant Corporation ºi Johnson & Johnson anunta noul acord definitiv de achizitie - Guidant Corporation And Johnson & Johnson Announce New Definitive Acquisition Agreement - articole medicale engleza - startsanatate