Johnson & Johnson and Guidant Corporation Proposed Merger Registration Statement Declared Effective
28 Décembre 2005 - 10:24PM
PR Newswire (US)
- Shareholders to Vote January 31, 2006 - NEW BRUNSWICK, N.J., and
INDIANAPOLIS, Dec. 28 /PRNewswire-FirstCall/ -- 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 the amended and
restated agreement and plan of merger between them. The Proxy
Statement/Prospectus contained in the registration statement will
be mailed to Guidant shareholders of record as of December 8, 2005.
The merger is subject to the approval of Guidant shareholders, who
will vote at a special meeting in Indianapolis, Indiana, on January
31, 2006. 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. For more information, visit http://www.jnj.com/. Guidant
Corporation pioneers lifesaving technology, giving an opportunity
for better life today to millions of cardiac and vascular patients
worldwide. Guidant 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/. 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
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 Annual Report on Form 10-K
for the fiscal year ended December 31, 2004, and subsequent filings
on Forms 10-Q and Form 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 and
Johnson & Johnson have filed with the Securities and Exchange
Commission a definitive proxy statement/prospectus and other
documents regarding the proposed merger described in this press
release. This proxy statement/prospectus will be sent to all
security holders of Guidant Corporation seeking their approval of
the transaction. Investors are urged to read the proxy
statement/prospectus, which contains important information,
including detailed risk factors. The proxy statement/prospectus and
other documents filed by Johnson & Johnson and Guidant with the
Securities and Exchange Commission are available free of charge at
the SEC's website, http://www.sec.gov/ , or by directing a request
when such a filing is made to Johnson & Johnson, One Johnson
& Johnson Plaza, New Brunswick, NJ 08933, Attention: Investor
Relations; or by directing a request when such a filing is made to
Guidant Corporation, 111 Monument Circle, #2900, Indianapolis, IN
46204-5129, Attention: Investor Relations. Guidant Corporation, its
directors, and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the
proposed transactions. 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 revised proxy/prospectus
statement. DATASOURCE: Johnson & Johnson; Guidant Corporation
CONTACT: Media, Jeffrey J. Leebaw, +1-732-524-3350, or Investors,
Louise Mehrotra, +1-732-524-6491, Stan Panasewicz, +1-732-524-2524,
all of Johnson & Johnson; or Media, Steve Tragash,
+1-317-971-2031, or Investors, Andy Rieth, +1-317-971-2061, Doug
Hughes, +1-317-971-2039 all of Guidant Web site:
http://www.jnj.com/ Company News On-Call:
http://www.prnewswire.com/comp/467347.html
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