JOHNSON
& JOHNSON
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J&J
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J&J
Investor Relations
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Bill
Price
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Louise
Mehrotra
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732-524-6623
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732-668-3735
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Stan
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Jeff
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732-642-6608
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Mentor
Corporation
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Investor
Relations
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Mike
O’Neill
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(800)
649-5226
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FOR IMMEDIATE
RELEASE
Johnson
& Johnson Announces Definitive Agreement to Acquire Mentor
Corporation
Mentor’s
Aesthetic and Reconstructive Medical Products Complement
Ethicon’s
Industry-Leading Surgery Portfolio
NEW BRUNSWICK, N.J.
and SANTA BARBARA, Calif. (Dec. 1, 2008) -- 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 www.sec.gov,
www.jnj.com,
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 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 www.jnj.com,
or Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ
08933, Attn: Corporate Secretary’s Office.
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