Guidant Corporation and Johnson & Johnson Announce Revised Merger Terms

Guidant Corporation and Johnson & Johnson have announced revised merger terms after obtaining all conditional regulatory clearances. The transaction is expected to close in the first quarter of 2006, subject to Guidant shareholder approval. The merged company will be led by James M. Cornelius, who will serve as Chairman and interim Chief Executive Officer. This development follows the previously announced retirement of President and Chief Executive Officer Ronald W. Dollens, who will leave the company after more than a decade of leadership.

Key Takeaways:

  • The revised merger terms were approved by the Guidant Board of Directors with unanimous consent.
  • The transaction is expected to close in the first quarter of 2006, subject to Guidant shareholder approval.
  • James M. Cornelius will serve as Chairman and interim Chief Executive Officer of the merged company.
  • Ronald W. Dollens will retire from Guidant Corporation and the Board, effective today.
  • Enrique C. Falla, Chairman of the Board Management Development and Compensation Committee, thanked Ron Dollens for his efforts and contributions to the company.
  • Mr. Cornelius expressed gratitude to Ron and the senior management group for their efforts in balancing transition planning and addressing business challenges.
  • The merged entity will maintain the capabilities that Guidant has built over the years, including global sales distribution capabilities, access to key markets, and a dedicated leadership team.

Statistics:

  • The merger is expected to close in the first quarter of 2006.
  • Guidant Corporation has approximately 12,000 employee-owners worldwide.
  • Ronald W. Dollens has led Guidant Corporation for over 11 years.
  • Johnson & Johnson and Guidant will file a post-effective amendment to their prospectus/proxy statement with the SEC.

Sources:

  • Guidant Corporation (NYSE:GDT) and Johnson & Johnson joint press release
  • The Securities Exchange Act of 1934, 15 U.S.C. §78ff(a) (SEC's website, www.sec.gov)