Johnson & Johnson Announces Definitive Agreement to Acquire Micrus Endovascular
Combination of Neurovascular Businesses to Advance the Treatment of Stroke
NEW BRUNSWICK, N.J. and SAN JOSE, Calif., July 12
/PRNewswire-FirstCall/ -- Johnson & Johnson (NYSE:JNJ) and Micrus Endovascular Corporation
(NASDAQ: MEND) , a global developer and
manufacturer of minimally invasive devices to address hemorrhagic
and ischemic stroke, today announced a definitive agreement whereby
Micrus Endovascular will be acquired in a cash for stock
exchange.
Under the terms of the agreement, Micrus Endovascular
stockholders will receive at closing $23.40 for each outstanding
Micrus Endovascular share. The value of the transaction as of the
anticipated closing date is estimated to be approximately $480
million, based upon Micrus Endovascular's 20.5 million fully
diluted shares outstanding.
The boards of directors of Johnson & Johnson and Micrus
Endovascular have approved the transaction, which is subject to
clearance under the Hart-Scott-Rodino Antitrust Improvements Act,
similar regulation in other countries, Micrus Endovascular
stockholder approval and other customary closing conditions.
Micrus Endovascular will join Codman & Shurtleff, Inc., the
neuro device business of the DePuy Family of Companies within
Johnson & Johnson. Codman and Micrus Endovascular offer
innovative and complementary technologies for treating cerebral
aneurysms responsible for hemorrhagic stroke. The Codman
neurovascular portfolio includes bare platinum coils, vascular
reconstruction devices (VRDs) and access devices. Micrus
Endovascular, solely focused on the neurointerventional market, is
a leader in enhanced bioactive coils and a pioneer in the
development of new technologies to improve the treatment of
ischemic stroke and aneurysms. The combined business of Codman and
Micrus Endovascular will provide a strong suite of solutions for
hemorrhagic stroke, with many promising products in development for
ischemic stroke.
"The merger represents an important strategic move in the neuro
device space for us and a significant step forward in the delivery
of technologies for the prevention and treatment of stroke," said
Michael Mahoney, Company Group Chairman for the DePuy Family of
Companies. "Together, Codman and Micrus Endovascular will offer
clinicians and their patients a full range of stroke treatments and
the potential to impact the condition in ways that could not be
realized by either company alone."
"Stroke is a significant cause of death and disability around
the world. At Micrus Endovascular, we are dedicated to developing
innovative approaches to treating stroke and improving the outcomes
of people impacted by this condition," said John Kilcoyne, Chairman
and CEO, Micrus Endovascular. "By joining forces with Codman &
Shurtleff, we believe we could have an even greater impact on
treating this condition that accounts for one out of 18 deaths in
the U.S."
According to the National Stroke Association, stroke is the
third most common cause of death and the leading cause of serious,
long-term adult disability in the U.S. Each year, approximately
795,000 people in the U.S. experience a stroke. The majority of
victims (87%) have an ischemic stroke, which occurs when arteries
are blocked by blood clots or other deposits or narrowed due to
atherosclerosis; others experience a hemorrhagic stroke, which
occurs when a brain aneurysm bursts. The cost of stroke is
estimated to be a staggering $73 billion annually in the U.S.
alone.(1)
Upon closing, the transaction is expected to be breakeven to
slightly dilutive to Johnson & Johnson's 2010 earnings per
share. The transaction is expected to close in the second half of
2010.
About Codman & Shurtleff, Inc.
Codman & Shurtleff is a global neuroscience and
neurovascular company that develops and markets a wide range of
products and solutions for the diagnosis and treatment of
neurological disorders including chronic pain management, adult and
pediatric hydrocephalus, neuro critical care, aneurysm and stroke
prevention and management. Codman & Shurtleff is part of the
DePuy Family of Companies within Johnson & Johnson. The DePuy
Family of Companies has a rich heritage of pioneering a broad range
of products and solutions across the continuum of orthopaedic and
neurological care. These companies are unified under one vision -
Never Stop Moving(TM) - to express their commitment to bring
meaningful innovation, shared knowledge and quality care to
patients throughout the world. Visit www.depuy.com for more
information.
About Micrus Endovascular
Micrus Endovascular develops, manufactures and markets
implantable and disposable medical devices for use in the treatment
of cerebral vascular diseases. Micrus Endovascular products are
used by interventional neuroradiologists, interventional
neurologists and endovascularly trained neurosurgeons to treat both
cerebral aneurysms responsible for hemorrhagic stroke and
intracranial atherosclerosis, which may lead to ischemic stroke.
Hemorrhagic and ischemic stroke are both significant causes of
death and disability worldwide. The Micrus Endovascular product
lines enable physicians to gain access to the brain in a minimally
invasive manner through the vessels of the arterial system. Micrus
Endovascular's proprietary, three-dimensional microcoils
anatomically deploy within the aneurysm, forming a scaffold that
conforms to a wide diversity of aneurysm shapes and sizes. Micrus
Endovascular also sells stents, balloon catheters, access devices
such as guide catheters, microcatheters, guidewires and accessory
products used in conjunction with its microcoils. For more
information, visit www.micruscorp.com.
(This press release includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks, uncertainties and other factors,
including the risks to both companies that the acquisition of
Micrus Endovascular will not be consummated, as the transaction is
subject to certain closing conditions. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including statements regarding the
expected timing of the completion of the transaction; the ability
to complete the transaction considering the various closing
conditions; any projections of earnings, revenues or other
financial items; any statements of the plans, strategies and
objectives of management for future operations; any statements
regarding product development, product extensions, product
integration or product marketing; any statements of expectation or
belief; any statements regarding general industry conditions and
competition; any statements regarding economic conditions, such as
interest rate and currency exchange rate fluctuations; any
statements regarding the technological advances and patents
attained by competitors; any statements on domestic and foreign
health care reforms and governmental laws and regulations; and any
statements on trends toward health care cost containment and any
statements of assumptions underlying any of the foregoing. In
addition, if and when the transaction is consummated, there will be
risks and uncertainties related to Johnson & Johnson's ability
to successfully integrate the products and employees of Johnson
& Johnson and Micrus Endovascular as well as the ability to
ensure continued performance or market growth of Micrus
Endovascular's products. These risks, uncertainties and other
factors, and the general risks associated with the respective
businesses of Johnson & Johnson and Micrus Endovascular
described in the reports and other documents filed by each of them
with the Securities and Exchange Commission (the "SEC"), could
cause actual results to differ materially from those referred to in
the forward-looking statements. The reader is cautioned not to rely
on these forward-looking statements. All forward-looking statements
are based on information currently available to Johnson &
Johnson and Micrus Endovascular and are qualified in their entirety
by this cautionary statement. Neither Johnson & Johnson nor
Micrus Endovascular assumes any obligation to update any such
forward-looking statements or other statements included in this
press release.)
In connection with the proposed transaction, Micrus Endovascular
Corporation intends to file 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 Micrus Endovascular
Corporation are urged to read the proxy statement and other
relevant materials because these materials will contain important
information about the proposed transaction. The proxy statement and
other relevant materials, and any other documents filed by Micrus
Endovascular Corporation with the SEC, may be obtained free of
charge at the SEC's website at www.sec.gov. In addition,
stockholders of Micrus Endovascular Corporation may obtain free
copies of the documents filed with the SEC at www.micruscorp.com or
by contacting Micrus Endovascular Corporation at: 408-433-1400 or
821 Fox Lane, San Jose, CA 95131.
Micrus Endovascular Corporation and Johnson & Johnson and
each of their executive officers and directors may be deemed to be
participants in the solicitation of proxies from Micrus
Endovascular Corporation's stockholders in favor of the proposed
transaction. A list of the names of Johnson & Johnson's
executive officers and directors and a description of their
respective interests in Johnson & Johnson are set forth in the
proxy statement for Johnson & Johnson's 2010 Annual Meeting of
Shareholders, which was filed with the SEC on March 17, 2010, and
in any documents subsequently filed by its directors and executive
officers under the Securities and Exchange Act of 1934, as amended.
A list of the names of Micrus Endovascular Corporation executive
officers and directors and a description of their respective
interests in Micrus Endovascular Corporation are set forth in the
proxy statement for Micrus Endovascular Corporation's 2009 Annual
Meeting of Stockholders, which was filed with the SEC on July 29,
2009, 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 Micrus
Endovascular Corporation 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.
(1) National Stroke Association
Source: Johnson & Johnson
CONTACT: Media: Johnson & Johnson, Bill Price,
+1-732-524-6623; or
Codman & Shurtleff, Inc., Kelly Leadem, +1-508-828-3064; or
Investor
Relations: Johnson & Johnson, Louise Mehrotra, +1-732-524-6491,
or Stan
Panasewicz, +1-732-524-2524; or Micrus Endovascular: Gordon
Sangster, VP, CFO,
+1-408-433-1400; or Investor Contact: Jody Cain or Bruce
Voss,
Lippert/Heilshorn & Associates, +1-310-691-7100
Web Site: http://www.jnj.com/
Posted: July 2010
