J&J’s Ethicon Unit in Talks to Sell Its Professional Wound Care Business

ETHICON, Inc., a Johnson & Johnson company, announced it has received an irrevocable, unconditional offer from One Equity Partners to acquire the Professional Wound Care business.

ETHICON conducted a competitive bidding process to prepare for the divestiture of the Professional Wound Care business, and as a result of the process and receipt of the offer, has decided to grant exclusivity to One Equity Partners. The Professional Wound Care business generated annual net sales of approximately $270 million in 2007. Financial terms of the transaction are not being disclosed.

Under the terms of the offer, One Equity Partners would acquire the Professional Wound Care product portfolio as well as a portfolio of general wound care products. Also included in the transaction would be an R&D and manufacturing facility located in Gargrave, England, which has long served as the operations center for the Professional Wound Care business.

Established in 2001, One Equity Partners manages $8 billion of investments and commitments for JPMorgan Chase & Co. in direct private equity transactions. Partnering with management, One Equity Partners invests in transactions that initiate strategic and operational changes in businesses to create long-term value.

The acceptance period for the offer will end Aug. 22 unless extended, and during such period, ETHICON will consult with the relevant works councils and trade unions. If the offer is accepted by ETHICON, the proposed transaction will be subject to the fulfillment of certain conditions, including, but not limited to, the receipt of applicable anti-trust clearances. If the offer is accepted, and the closing conditions are satisfied, the proposed transaction would be expected to close later in 2008.

“As we continually review our business priorities and seek to optimize our strategic options, we made the decision to explore the potential sale of the Professional Wound Care business,” said Alex Gorsky , Company Group Chairman, Johnson & Johnson. “We believe the offer from One Equity Partners shows a commitment to support the development of the business and offers exciting prospects for our employees, customers and patients.”

An important element of the offer from One Equity Partners is recognition of the value of the operational and commercial expertise of the approximately 800 personnel that would be affected by the transaction. Substantially all of such individuals would be expected to transfer with the business.

“One Equity Partners is excited about the prospect of working with ETHICON on this important transaction,” said Dick Cashin , Managing Partner, One Equity Partners. “Long-term global demographics point to sustainable growth in the wound care market in developed and developing countries and the Professional Wound Care business of ETHICON is a strong platform from which we can build. One Equity Partners is committed to providing the necessary resources to support the business’ continued growth and expansion.”

SOURCE: PRNewswire