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JOHNSON & JOHNSON 8-K Report, Corporate Update (Dec 16, 2005)

Filed December 16, 2005For Securities:JNJ

Summary

Johnson & Johnson (JNJ) announced on December 16, 2005, a definitive agreement to acquire Animas Corporation, a company specializing in insulin delivery systems, for approximately $518 million in a cash-for-stock merger. This strategic acquisition positions JNJ, through its LifeScan division, to immediately enter the rapidly expanding insulin pump market. Animas is expected to continue operating as a stand-alone entity under LifeScan. The transaction, valued at $24.50 per Animas share, has been approved by the boards of directors of both companies and is subject to customary closing conditions, including regulatory approvals and Animas stockholder approval. The deal is anticipated to close in the first quarter of 2006. This move signals JNJ's intent to broaden its diabetes care portfolio beyond blood glucose monitoring.

Key Highlights

  • 1Johnson & Johnson (JNJ) to acquire Animas Corporation, an insulin delivery company.
  • 2Transaction valued at approximately $518 million in cash for stock.
  • 3Animas stockholders to receive $24.50 per share.
  • 4Acquisition aims to provide LifeScan immediate entry into the insulin pump market.
  • 5Animas to operate as a stand-alone entity under LifeScan.
  • 6Deal approved by both companies' boards; closing expected in Q1 2006.
  • 7Transaction subject to antitrust and regulatory approvals, and Animas shareholder approval.

Frequently Asked Questions

The acquisition of Animas Corporation provides Johnson & Johnson's LifeScan division with immediate entry into the fast-growing insulin delivery pump market. This expands JNJ's diabetes care offerings beyond its existing blood glucose monitoring systems and strengthens its position in the diabetes management space.

The acquisition is valued at approximately $518 million, based on Animas' fully diluted shares outstanding and estimated cash on hand at closing. Animas stockholders will receive $24.50 in cash for each share of Animas stock they hold.

The transaction is expected to close in the first quarter of 2006, subject to regulatory approvals, Animas shareholder approval, and other customary closing conditions.

Animas is expected to operate as a stand-alone entity, reporting through LifeScan, Inc., a Johnson & Johnson company. This structure suggests a focus on maintaining Animas' operational independence while integrating its technology and market presence into JNJ's broader diabetes care strategy.