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[ biotech news ] Johnson & Johnson Announces Definitive Agreement to Acquire Animas Corporation,
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Johnson & Johnson Announces Definitive Agreement to Acquire Animas
Corporation, an Insulin Delivery Company
Johnson & Johnson
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December 16, 2005
- Animas Corporation Expands LifeScan, Inc. Diabetes Management
Offering -
NEW BRUNSWICK, N.J. and WEST CHESTER, Pa., Dec. 16 /PRNewswire-
FirstCall/ -- Johnson & Johnson (NYSE: JNJ) and Animas Corporation
(Nasdaq: PUMP), an insulin delivery company, today announced a
definitive agreement whereby Animas will be acquired in a cash-for-
stock merger transaction. Animas is expected to operate as a stand-
alone entity reporting through LifeScan, Inc., a Johnson & Johnson
company offering blood glucose monitoring systems. The acquisition
affords LifeScan immediate entry into the fast-growing insulin
delivery pump market.
Under the terms of the agreement, Animas stockholders will receive
$24.50 for each outstanding Animas share. The net value of the
transaction as of the anticipated closing date is estimated to be
approximately $518 million based upon Animas' 22 million fully
diluted shares outstanding, net of estimated cash on hand at time of
closing.
The boards of directors of Johnson & Johnson and Animas have
approved the transaction, which is subject to clearance under the
Hart-Scott-Rodino Antitrust Improvements Act, certain foreign
regulatory approvals, Animas stockholder approval and other
customary closing conditions. The transaction is expected to close
in the first quarter of 2006.
Eric Milledge, Johnson & Johnson company group chairman with
responsibility for the LifeScan business, said: "Diabetes is a
worldwide issue, growing at an alarming rate. Our vision is to
create a world without limits for people with diabetes. The
combination of Animas' insulin delivery systems and LifeScan's
glucose monitoring systems will allow us to offer more comprehensive
disease management solutions for our patients. We have worked in
partnership with Animas Corporation since 2003 and know they share
our commitment and passion for advancing the standards of care for
people with diabetes."
Dr. Katherine D. Crothall, chief executive officer and president of
Animas Corporation, said the acquisition would not only be in the
best interest of Animas stockholders and employees, but would
benefit people with diabetes. "Insulin pumps allow significant
improvements in blood glucose control over conventional therapy for
people with insulin-requiring diabetes, reducing the long term
morbidity of diabetes and improving quality of life. We expect that
in combination with LifeScan, our capacity to further contribute to
the management of this disease will be meaningfully increased."
LifeScan, a Johnson & Johnson company and a leading maker of blood
glucose monitoring products, is dedicated to creating a world
without limits for people with diabetes. Every day, people with
diabetes rely on the company's OneTouch(R) Systems for simple
testing and accurate results. In the United States, OneTouch is the
number-one selling brand and is the leader in healthcare
professional recommendations. For company, product and diabetes care
information visit www.LifeScan.com.
Animas, a leading maker of insulin infusion pumps and related
products, is dedicated to improving diabetes management and making
insulin pump therapy easier for patients with insulin requiring
diabetes and healthcare professionals through product innovation,
exemplary customer support and superior customer education. For more
information on Animas, visit www.animascorp.com or call Animas
Corporation at 877-937-7867.
(This press release contains "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations of future events. If
underlying assumptions prove inaccurate or unknown risks and
uncertainties materialize, actual results could vary materially from
the companies' expectations and projections. Risks and uncertainties
include the satisfaction of the conditions to closing, including
receipt of stockholder and regulatory approval; general industry and
conditions and competition; economic conditions, such as interest
rate and currency exchange rate fluctuations; technological advances
and patents attained by competitors; challenges inherent in new
product development, including obtaining regulatory approvals;
domestic and foreign health care reforms and governmental laws and
regulations; and trends toward health care cost containment. A
further list and description of these risks, uncertainties and other
factors can be found in Exhibit 99(b) of Johnson & Johnson's Annual
Report on Form 10- K for the fiscal year ended January 2, 2005, and
in Animas Corporation's Annual Report on Form 10-K for the year
ended December 31, 2004. Copies of said Annual Reports on Form 10-K
are available online at www.sec.gov or on request from the
applicable company. Neither company assumes any obligation to update
any forward-looking statements as a result of new information or
future events or developments.)
Additional Information and Where to Find It:
This material is not a substitute for the proxy statement Animas
Corporation will file with the Securities and Exchange Commission.
Investors are urged to read the proxy statement when it becomes
available, because it will contain important information. The proxy
statement and other documents, which will be filed by Animas with
the Securities and Exchange Commission, will be available free of
charge at the SEC's website, www.sec.gov, or by visiting Animas'
website at www.animascorp.com.
Animas and certain of its directors, executive officers and certain
other members of its management may be deemed to be soliciting
proxies from Animas' stockholders in connection with the proposed
transaction. Investors may obtain a detailed list of names,
affiliations and interests of Animas participants in the
solicitation of proxies of Animas' stockholders by reading the proxy
statement when it becomes available.
SOURCE Johnson & Johnson
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