8-KMaterial AgreementsExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Material Agreement (Nov 18, 2005)

Filed November 18, 2005For Securities:JNJ

Summary

This 8-K filing from Johnson & Johnson (JNJ) on November 18, 2005, details a significant amendment to their acquisition of Guidant Corporation. The parties have entered into an Amended and Restated Agreement and Plan of Merger, fundamentally altering the terms of the original deal from December 2004. This amendment addresses issues that arose from Guidant's previously announced product recalls and related litigation, ensuring that these events will no longer serve as grounds to abandon the merger. Under the new terms, Guidant shareholders will receive a combination of $33.25 in cash and 0.493 shares of JNJ common stock per Guidant share. The filing also confirms a Settlement Agreement has been executed to resolve all existing claims and disputes between JNJ and Guidant related to the original merger agreement and associated litigation. While regulatory approvals from the European Commission and the FTC are secured, the transaction still requires Guidant shareholder approval. This filing marks a crucial step in JNJ's pursuit of Guidant, demonstrating a commitment to proceed despite significant headwinds.

Key Highlights

  • 1Johnson & Johnson (JNJ) and Guidant Corporation have entered into an Amended and Restated Agreement and Plan of Merger, modifying the original acquisition terms.
  • 2The revised deal allows the merger to proceed despite Guidant's product recalls and related litigation, removing these as grounds for termination.
  • 3Guidant shareholders will receive $33.25 in cash and 0.493 shares of JNJ common stock per share of Guidant common stock.
  • 4A Settlement Agreement has been signed to resolve all existing claims and disputes between JNJ and Guidant concerning the original merger agreement and related litigation.
  • 5Regulatory approvals from the European Commission and the Federal Trade Commission (conditionally) have been obtained.
  • 6The consummation of the merger is still contingent upon the approval of Guidant shareholders.
  • 7The amended agreement includes provisions for termination fees, with Guidant potentially paying JNJ $625 million and JNJ potentially paying Guidant $300 million under specific circumstances.

Frequently Asked Questions

Under the Amended Merger Agreement, Guidant shareholders will receive $33.25 in cash and 0.493 shares of Johnson & Johnson common stock for each share of Guidant common stock they own.

The Amended Merger Agreement explicitly states that any effects on Guidant's business related to its previously announced product recalls, or any related litigation and regulatory investigations, will no longer provide a basis for Johnson & Johnson to not proceed with the merger.

The European Commission approved the merger on August 25, 2005, and the Federal Trade Commission conditionally approved it on November 2, 2005. However, the transaction still requires approval from Guidant shareholders.

The Settlement Agreement permanently resolves and settles all claims, disputes, and issues between Johnson & Johnson and Guidant related to the original merger agreement and any litigation filed by Guidant in connection with it. This also includes the dismissal of such litigation with prejudice.