SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant X
Check the appropriate box:
__ Preliminary Proxy Statement
__ Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
__ Definitive Proxy Statement
__ Definitive Additional Materials
X Soliciting Material Pursuant to Section 240.14a-12
CONOR MEDSYSTEMS, INC.
(Name of Registrant as Specified in Its Charter)
JOHNSON & JOHNSON
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
__ Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
__ Fee paid previously with preliminary materials.
__ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
The following text was placed on the "Investor FAQ"
section of Johnson & Johnson's Investor Relations
website on December 22, 2006.
FAQ Regarding Conor Medsystems, Inc. Transaction
Q. Please comment on the timing of the Conor
Medsystems, Inc. transaction.
A. We are expecting the Conor Medsystems, Inc.
transaction to proceed along the following timeline.
These are our current estimates of timing only and are
subject to change without notice.
ESTIMATED DATE STATUS
Merger Agreement Filed 11/17/06
Hart-Scott-Rodino Filing 4Q'06/1Q'07
European Competition Law Filing* Pan-European not
required
Preliminary Proxy Statement Filed 12/11/2006
Definitive Proxy Statement Filed 12/22/2006
(mailed to the stockholders
of Conor Medsystems, Inc.)
Date of Stockholder Meeting 1/31/07 Confirmed
Completion of Merger and Closing 1Q'07
*Filings in certain jurisdictions may be required
Forward Looking Statements
The above presentation 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
Conor Medsystem's expectations and projections. Risks
and uncertainties include satisfaction of closing
conditions including receipt of regulatory approvals
for the transaction, and the possibility that the
transaction will not be completed; 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 of Johnson &
Johnson's Annual Report on Form 10-K for the fiscal
year ended January 1, 2006 and Conor Medsystem's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006. These filings, as well as
subsequent filings, are available online at www.sec.gov
or on request from the applicable company. Neither
company undertakes to update any forward-looking
statements as a result of new information or future
events or developments.
Additional Information About the Proposed Transaction
and Where To Find It
In connection with the proposed transaction, Conor
Medsystems has filed a preliminary proxy statement and
a definitive proxy statement and other relevant
materials with the Securities and Exchange
Commission (the "SEC"). Before making any voting
decision with respect to the proposed transaction,
stockholders of Conor Medsystems are urged to read the
definitive proxy statement and other relevant materials
because they will contain important information about
the proposed transaction. The preliminary and definitive
proxy statements and other relevant materials,
and any other documents filed by Conor Medsystems
with the SEC, may be obtained free of charge at
the SEC's website at www.sec.gov. In addition,
stockholders of Conor Medsystems may obtain
free copies of the documents filed with the SEC by
contacting Conor Medsystems at (650) 614-4100, or Conor
Medsystems, Inc., 1003 Hamilton Court, Menlo Park, CA
94025. You may also read and copy any reports,
statements, and other information filed by Conor
Medsystems with the SEC at the SEC public reference
room at 100 F Street, NE, Room 1580, Washington, DC
20549. Please call the SEC at 1-800-SEC-0330 or visit
the SEC's website for further information on its public
reference room.
Conor Medsystems and Johnson & Johnson and each of
their executive officers and directors may be deemed to
be participants in the solicitation of proxies from
Conor Medsystems' stockholders in favor of the proposed
transaction. A list of the names of Conor Medsystems'
executive officers and directors and a description of
their respective interests in Conor Medsystems are set
forth in the proxy statement for Conor Medsystems' 2006
Annual Meeting of Stockholders, which was filed with
the SEC on April 28, 2006, and in any documents
subsequently filed by its directors and executive
officers under the Securities and Exchange Act of 1934,
as amended. Certain executive officers and directors of
Conor Medsystems have interests in the proposed
transaction that may differ from the interests of
stockholders generally, including benefits conferred
under retention, severance and change in control
arrangements and continuation of director and officer
insurance and indemnification. These interests and any
additional benefits in connection with the proposed
transaction are described in the definitive proxy
statement.