Johnson & Johnson Announces Definitive Agreement to Acquire Mentor Corporation
01 Décembre 2008 - 2:00PM
PR Newswire (US)
Mentor's Aesthetic and Reconstructive Medical Products Complement
Ethicon's Industry-Leading Surgery Portfolio NEW BRUNSWICK, N.J.
and SANTA BARBARA, Calif., Dec. 1 /PRNewswire-FirstCall/ -- Johnson
& Johnson (NYSE:JNJ) and Mentor Corporation (NYSE:MNT), a
leading supplier of medical products for the global aesthetic
market, today announced a definitive agreement whereby Mentor will
be acquired for approximately $1.07 billion in a cash tender offer.
Mentor is expected to operate as a stand-alone business unit
reporting through ETHICON, Inc., a Johnson & Johnson company
and leading provider of suture, mesh and other products for a wide
range of surgical procedures. Under the terms of the agreement,
Johnson & Johnson will commence a tender offer to purchase all
outstanding shares of Mentor at $31.00 per share. The tender offer
is conditioned on the tender of a majority of the outstanding
shares of Mentor's common stock on a fully diluted basis. The
closing is conditioned on clearance under the Hart-Scott-Rodino
Antitrust Improvements Act, and other customary closing conditions.
The $1.12 billion estimated net value of the transaction is based
on Mentor's 34.6 million fully diluted shares outstanding, plus
estimated net debt at time of closing. The boards of directors of
Johnson & Johnson and Mentor have approved the transaction. The
acquisition of Mentor will provide ETHICON with an opportunity to
strengthen its presence in aesthetic and reconstructive medicine
and raise the standard for innovation and patient outcomes in this
market worldwide. Alex Gorsky, Company Group Chairman for Johnson
& Johnson with responsibility for the ETHICON business
worldwide, said, "The addition of Mentor, a market-leader and one
of the most respected companies in the aesthetic space, expands our
capacity to provide physicians with products that can restore
patients' appearance, self-esteem and quality of life. ETHICON is a
company that is committed to bringing evidence-based medicine and
the highest standards of quality to the aesthetic and
reconstructive medical device category. Mentor also shares that
commitment to science, health and wellness." Josh Levine, President
and Chief Executive Officer of Mentor, said, "ETHICON and Mentor
share a common set of values in terms of commercial market
leadership, the commitment to developing innovative, science based
products, and unwavering service to physicians and patients. This
transaction allows Mentor to expand our product portfolio and
significantly grow our global reach. The opportunity to become part
of ETHICON, one of the largest and most respected surgical
companies in the world, will have a positive impact on our business
and on all our key constituents." Upon closing, the transaction is
expected to have a dilutive impact to Johnson & Johnson's 2009
earnings per share of approximately $.03 - $.05. The transaction is
expected to close in the first quarter of 2009. About Johnson &
Johnson Caring for the world, one person at a time ... inspires and
unites the people of Johnson & Johnson. We embrace research and
science -- bringing innovative ideas, products and services to
advance the health and well-being of people. Our 119,400 employees
at more than 250 Johnson & Johnson companies work with partners
in health care to touch the lives of over a billion people every
day, throughout the world. About Mentor Corporation Mentor
Corporation is a leading supplier of medical products for the
global aesthetic market. The company develops, manufactures, and
markets innovative, science-based products for surgical and
non-surgical medical procedures that allow patients to retain a
more youthful appearance and improve their quality of life. The
company's corporate website is http://www.mentorcorp.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 Johnson & Johnson's and Mentor's expectations and
projections. Risks and uncertainties include the satisfaction of
closing conditions for the acquisition, including clearance under
the Hart-Scott-Rodino Antitrust Improvements Act and receipt of
certain other regulatory approvals for the transaction; the tender
of a majority of the outstanding shares of common stock of Mentor;
the possibility that the transaction will not be completed, or if
completed, not completed on a timely basis; the possibility that
Mentor's product portfolio and global expansion do not occur; the
possibility that the acquisition of Mentor is not complementary to
ETHICON; the potential that market segment growth will not follow
historical patterns; general industry conditions and competition;
business and 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 of Johnson & Johnson's Annual Report on
Form 10-K for the fiscal year ended December 30, 2007 and Mentor
Corporation's Annual Report on Form 10-K for the fiscal year ended
March 31, 2008 and its Quarterly Report on Form 10-Q for the
quarterly period ended September 26, 2008. Copies of these filings,
as well as subsequent filings, are available online at
http://www.sec.gov/, http://www.jnj.com/,
http://www.mentorcorp.com/ or on request from Johnson & Johnson
or Mentor. Neither Johnson & Johnson nor Mentor undertakes to
update any forward-looking statements as a result of new
information or future events or developments.) Additional
Information The tender offer described in this release has not yet
commenced, and this release 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 file a tender offer
statement on Schedule TO with the U.S. Securities and Exchange
Commission (SEC). Investors and Mentor stockholders are strongly
advised to read the tender offer statement (including an offer to
purchase, letter of transmittal and related tender offer documents)
and the related solicitation/recommendation statement on Schedule
14D-9 that will be filed by Mentor with the SEC, because they will
contain important information. These documents will be available at
no charge on the SEC's website at http://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 at http://www.jnj.com/, or Johnson & Johnson, One
Johnson & Johnson Plaza, New Brunswick, NJ 08933, Attn:
Corporate Secretary's Office. DATASOURCE: Johnson & Johnson
CONTACT: J&J Corporate Communication, Bill Price,
+1-732-524-6623, office, or +1-732-668-3735, mobile, or Jeff
Leebaw, +1-732-524-3350, office, or +1-732-642-6608, mobile, or
J&J Investor Relations, Louise Mehrotra, +1-732-524-6491, or
Stan Panasewicz, +1-732-524-2524; or Mentor Corporation, Investor
Relations, Mike O'Neill, +800-649-5226 Web Site:
http://www.jnj.com/ http://www.mentorcorp.com/
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