Guidant Corporation and Johnson & Johnson Announce New Definitive Acquisition Agreement

INDIANAPOLIS and NEW BRUNSWICK, N.J., Jan 11, 2006 /PRNewswire-FirstCall via COMTEX News Network/ — Guidant Corporation (NYSE: GDT) and Johnson & Johnson (NYSE: JNJ) today announced that they have reached a new agreement whereby Johnson & Johnson will acquire Guidant for $23.2 billion in fully diluted equity value. The boards of directors of both companies have unanimously approved the revised Johnson & Johnson offer and the Guidant board of directors recommends that Guidant shareholders vote in favor of the revised merger agreement at the scheduled January 31 shareholder meeting. Under the new agreement, Johnson & Johnson will pay $37.25 in cash and .493 shares of Johnson & Johnson common stock for each outstanding share of Guidant common stock. Valued as of the market close on January 11, the transaction has a per share value of $68.06 to Guidant shareholders. Johnson & Johnson has secured all regulatory clearances and satisfied all other conditions to close the transaction. The companies will promptly file updated materials with the Securities and Exchange Commission (SEC), including a supplement to the existing proxy statement/prospectus. “This agreement with Johnson & Johnson provides significant financial value and certainty for shareholders,” said James Cornelius, chairman and chief executive officer, Guidant Corporation. “Together with Johnson & Johnson, we will have the resources to continue to build upon the existing Guidant businesses in our pursuit of meaningful innovations to address cardiovascular disease.” “Together with Guidant, we have spent more than a year planning an integration that will create an extraordinary cardiovascular device business that can deliver better medical treatment sooner to millions of patients,” said William C. Weldon, Johnson & Johnson chairman and chief executive officer. “We strongly believe that our union with Guidant is the only one that can deliver on that promise, and create lasting value for shareholders of both companies. We have great confidence in Guidant’s people — they know their markets and their customers, they are technology innovators, and they share with Johnson & Johnson a commitment to the fight against cardiovascular disease.” Johnson & Johnson will discuss the transaction further at its scheduled analyst meeting on January 24. Guidant Corporation pioneers lifesaving technology, giving an opportunity for better life today to millions of cardiac and vascular patients worldwide. The Company develops, manufactures and markets a broad array of products and services that enable less invasive care for some of life’s most threatening medical conditions. For more information, visit http://www.guidant.com. Johnson & Johnson is the world’s most comprehensive and broadly based manufacturer of health care products, as well as a provider of related services, for the consumer, pharmaceutical, and medical devices and diagnostics markets. The more than 200 Johnson & Johnson operating companies employ approximately 115,000 men and women in 57 countries and sell products throughout the world. SOURCE: Johnson & Johnson, Guidant Corp.