Johnson & Johnson and Guidant Corporation Proposed Merger Registration Declared Effective
24 Mars 2005 - 9:18PM
PR Newswire (US)
Johnson & Johnson and Guidant Corporation Proposed Merger
Registration Declared Effective NEW BRUNSWICK, N.J. and
INDIANAPOLIS, March 24 /PRNewswire/ -- Johnson & Johnson
(NYSE:JNJ) and Guidant Corporation (NYSE:GDT) today announced that
the Securities and Exchange Commission has declared effective the
S-4 Registration Statement concerning their planned merger. The S-4
filing contains the Prospectus/Proxy Statement for the previously
announced transaction in which Johnson & Johnson will acquire
Guidant. The Prospectus/Proxy Statement will be mailed to Guidant
shareholders on or about March 25, 2005. The merger is subject to
the approval of Guidant shareholders, who will vote at a special
meeting in Indianapolis, Indiana. If approved by Guidant
shareholders, the transaction will still be subject to certain
other conditions that are described in the Prospectus/Proxy
Statement, including clearance under the Hart-Scott-Rodino
Antitrust Improvements Act and the European Union merger control
regulation. It is anticipated that the transaction will close
during the third quarter of 2005. Guidant Corporation pioneers
lifesaving technology, giving an opportunity for better life today
to millions of cardiac and vascular patients worldwide. The
company, driven by a strong entrepreneurial culture of
approximately 12,000 employees, 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, through its operating companies, 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 109,900 men and women in 57
countries and sell products throughout the world. For more
information, visit http://www.jnj.com/ . (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, forecasts and assumptions that are
subject to risks and uncertainties which could cause actual
outcomes and results to differ materially from these statements.
Risks and uncertainties include the approval by Guidant
shareholders of the acquisition; regulatory approvals; general
industry and market conditions; general domestic and international
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 affecting
domestic and foreign operations, 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
Johnson & Johnson's Annual Report on Form 10-K for the fiscal
year ended January 2, 2005 and Exhibit 99 of Guidant's Annual
Report on form 10-K for the fiscal year ended December 31, 2004.
Copies of said 10-K's are available online at http://www.sec.gov/
or on request from the applicable company. Neither company assumes
any obligation to update any forward-looking statements as a result
of new information or future events or developments.) Johnson &
Johnson and Guidant have filed a definitive prospectus/proxy
statement and other documents regarding the proposed merger
described in this press release with the Securities and Exchange
Commission. This prospectus/proxy statement will be sent to all
security holders of Guidant Corporation seeking their approval of
the transaction. Investors and security holders are urged to read
the definitive prospectus/proxy statement which contains important
information, including detailed risk factors. The prospectus/proxy
statement and other documents filed by Johnson & Johnson and
Guidant with the Securities and Exchange Commission (SEC) are
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 Attn: Investor
Relations; or by directing a request to Guidant, 111 Monument
Circle, #2900, Indianapolis, IN 46204 Attention: Investor
Relations. Guidant, its directors, and certain of its executive
officers may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of Guidant and their
ownership of Guidant stock is set forth in Guidant's recent filing
on Form 10-K. Investors may obtain additional information regarding
the interests of such participants by reading the definitive
prospectus/proxy statement. DATASOURCE: Johnson & Johnson
CONTACT: Media - Jeffrey J. Leebaw, +1-732-524-3350, Investors -
Helen E. Short, +1-732-524-6491, or Stan Panasewicz,
+1-732-524-2524, all of Johnson & Johnson; Media - Steven
Tragash, +1-317-971-2031, Investors - Andy Rieth, +1-317-971-2061,
or Doug Hughes, +1-317-971-2039, all of Guidant Web site:
http://www.jnj.com/ http://www.guidant.com/ Company News On-Call:
http://www.prnewswire.com/comp/467347.html
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