8-KOther Events

JOHNSON & JOHNSON 8-K Report (Nov 27, 2001)

Filed November 27, 2001For Securities:JNJ

Summary

Johnson & Johnson (JNJ) has announced the successful completion of its acquisition of Inverness Medical Technology's diabetes care products business. This strategic move integrates these assets into JNJ's existing LifeScan franchise, a leader in blood glucose monitoring systems. The transaction, structured as a stock-for-stock exchange, was approved by Inverness shareholders and involved a spin-off of Inverness's other businesses into a new entity, Inverness Medical Innovations, Inc. (AMEX: IMA). This acquisition is expected to enhance JNJ's presence and offerings in the diabetes care market. For Inverness Medical Technology shareholders, the acquisition offers a tax-free exchange, providing them with shares of Johnson & Johnson common stock and Inverness Medical Innovations, Inc. The exchange ratio was based on JNJ's stock performance leading up to the agreement. Johnson & Johnson plans to repurchase a number of its shares equal to those issued in this acquisition within 90 days, a move that could influence its stock buyback program and potentially support its share price.

Key Highlights

  • 1Johnson & Johnson has completed the acquisition of Inverness Medical Technology's diabetes care products business.
  • 2The acquired business will be integrated into Johnson & Johnson's LifeScan franchise, strengthening its position in the diabetes monitoring market.
  • 3Inverness Medical Technology shareholders will receive a stock-for-stock exchange: .5935 JNJ shares and .2 IMA shares per Inverness share.
  • 4The transaction is structured as a tax-free exchange for Inverness shareholders.
  • 5Inverness Medical Technology's non-diabetes businesses have been spun off into a new, publicly traded company, Inverness Medical Innovations, Inc. (AMEX: IMA).
  • 6Johnson & Johnson intends to repurchase approximately the same number of JNJ shares issued in the acquisition within 90 days.

Frequently Asked Questions

The primary goal is to expand and strengthen Johnson & Johnson's presence in the diabetes care market by integrating Inverness Medical Technology's diabetes care products business into its LifeScan franchise, a leading provider of blood glucose monitoring systems.

Inverness shareholders will receive a stock-for-stock exchange. For each share of Inverness common stock they hold, they will receive 0.5935 shares of Johnson & Johnson common stock and 0.2 shares of Inverness Medical Innovations, Inc. Cash will be provided for any fractional shares.

These businesses, including women's health and other non-diabetes related operations, have been spun off into a new, independent, publicly traded company called Inverness Medical Innovations, Inc. (AMEX: IMA).

Johnson & Johnson intends to purchase on the open market the same number of its own common stock shares that are issued as part of this acquisition. This is expected to be completed within 90 days of the acquisition's closing.