Johnson & Johnson takeover of Guidant cleared by Canada and European Commission

4 September 2005

New Brunswick, NJ. and Indianapolis, Ind., USA. Johnson & Johnson has had clearance of its takeover of cardiovascular product developer Guidant, but it will sell its coronary steerable guidewire business in Canada and Guidant will divest its Endovascular Solutions operations in Europe.

Johnson & Johnson has been advised by the Canadian Competition Bureau that it has decided not to take any action at this time on the Company's proposed acquisition of Guidant Corporation in relation to markets affected by that proposed acquisition. The Competition Bureau conducted an extensive review under the provisions of the
Canadian Competition Act.

The Canadian Competition Bureau has advised Johnson & Johnson, however, that it will monitor developments in certain Canadian markets related to the acquisition over the three-year period provided under the Competition Act. In addition, in response to the Competition Bureau's specific concerns relating to the market for steerable guidewires in Canada, Johnson & Johnson will be offering for sale its Cordis coronary steerable guidewires business there. An Offering Memorandum in that regard will be made available to interested
purchasers subject to appropriate confidentiality conditions.

At the end of August, Guidant announced that as a result of the European Commission ruling approving the merger with Johnson & Johnson, it was carrying out a number of organisational changes to facilitate the divestiture of Guidant’s Endovascular Solutions operations in Europe. The remainder of Guidant’s European operations are not affected by this ruling.

Guidant's planned changes include:

  • Restructuring of reporting relationships of the Endovascular Solutions organization to “hold separate” certain affected employees;
  • Formulating retention programs to ensure the sustainability of the Endovascular Solutions business; and
  • Communicating the new structure and responsibilities to customers.

The Company expects a decision by the Federal Trade Commission in October.

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