Exhibit
99.1
GUIDANT
CORPORATION AND JOHNSON & JOHNSON ANNOUNCE NEW DEFINITIVE ACQUISITION
AGREEMENT
--
Guidant Shareholder Vote Remains Set for January 31 --
INDIANAPOLIS
and NEW BRUNSWICK, N.J. (January 11, 2006) -- 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 $23.2
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 $37.25 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 11, the transaction has a per
share value of $68.06 to Guidant shareholders.
Johnson
& Johnson has secured all regulatory clearances and satisfied all other
conditions to close the transaction.
The
companies will promptly file updated materials with the Securities and Exchange
Commission (SEC), including a supplement to the existing proxy
statement/prospectus.
“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.”
“Together
with Guidant, we have spent more than a year planning an integration that
will
create an extraordinary cardiovascular device business that can deliver better
medical treatment sooner to millions of patients,” said William C. Weldon,
Johnson & Johnson chairman and chief executive officer. “We strongly believe
that our union with Guidant is the only one that can deliver on that promise,
and create lasting value for shareholders of both companies. We have great
confidence in Guidant’s people - they know their markets and their customers,
they are technology innovators, and they share with Johnson & Johnson a
commitment to the fight against cardiovascular disease.”
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 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 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
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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 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, 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.
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