|
Contact:
|
|
|
|
|
|
J&J
Corporate Communication
|
J&J
Investor Relations
|
|
Bill
Price
|
Stan
Panasewicz
|
|
(732)
524-6623
|
(732)
524-2524
|
|
(732)
668-3735 (m)
|
|
|
Jeffrey J.
Leebaw
|
Omrix
Investor Relations
|
|
(732)
524-3350
|
Francesca
DeMartino
|
|
(732)
642-6608 (m)
|
(212)
887-6510
|
FOR IMMEDIATE
RELEASE
Johnson
& Johnson Announces Definitive
Agreement
to Acquire Omrix
Omrix’s
Biopharmaceutical Expertise
Complements
ETHICON’s
Industry-Leading Surgery Portfolio
New Brunswick, N.J.
and New York (Nov. 24, 2008) -- Johnson & Johnson (NYSE: JNJ) and Omrix
Biopharmaceuticals, Inc. (NASDAQ:
OMRI), a fully integrated
biopharmaceutical company that develops and markets biosurgical and
immunotherapy products, today announced a definitive agreement whereby
Omrix will be acquired for approximately $438 million in a cash tender
offer. Omrix is expected to operate as a stand-alone entity reporting
through ETHICON, Inc., a Johnson & Johnson company and leading provider of
suture, mesh, hemostats and other products for a wide range of surgical
procedures.
-more-
-2-
The acquisition of
Omrix would provide ETHICON with an opportunity to strengthen its presence in
active, biologic-based hemostats and convergent products for various surgical
applications. ETHICON currently has exclusive distribution rights in
the U.S. and the European Union for EVITHROM™ Thrombin Topical (Human) and
EVICEL™ Fibrin Sealant (Human), two active, biologic-based hemostats
manufactured by Omrix. ETHICON and Omrix are also partnering on a
Fibrin Pad product candidate,
currently in Phase II clinical trials, as an adjunct to control mild to moderate soft tissue
bleeding.
Under the terms of
the agreement, Johnson & Johnson will commence a tender offer to purchase
all outstanding shares of Omrix at $25.00 per share, which is expected to close
by the end of December 2008. The tender offer is conditioned on the
tender of a majority of the outstanding shares of Omrix’s common stock on a
fully diluted basis. The closing is conditioned on Israeli antitrust
clearance and other customary closing conditions. The $358 million
estimated net value of the transaction is based on Omrix’s 17.5 million fully
diluted shares outstanding, net of estimated cash on hand at time of
closing. The boards of directors of Johnson & Johnson and Omrix
have approved the transaction. In addition, Robert Taub, Omrix’s Founder and
Chief Executive Officer, and
entities controlled by Robert Taub, have agreed to tender approximately
16% of Omrix’s outstanding shares in the tender offer.
Alex Gorsky,
Company Group Chairman for Johnson & Johnson with responsibility for the
ETHICON business worldwide, said, "Our partnership with Omrix has already
expanded our capacity to provide innovative, next generation products that raise
the standard of surgical care. We believe this transaction will
further enhance our efforts to bring new, science-based products to patients and
the healthcare professionals who treat them.”
-more-
-3-
“We are delighted
to announce this transaction, which combines Omrix’s expertise in developing
innovative biological products with ETHICON’s commercialization expertise and
global reach. We believe this merger is in the best interest of Omrix’s
shareholders, customers and employees,” commented Robert Taub. “Omrix and
ETHICON have enjoyed a solid partnership for the past five years. As a formally
unified entity, our successful distribution and development agreements will
evolve into an even more attractive long-term growth strategy. Omrix’s
Israeli-based manufacturing and research & development expertise will be
strengthened by the long-term stability and integration that this merger will
create.”
Assuming this
transaction closes in 2008, Johnson & Johnson is expected to incur an
estimated one-time, after-tax charge of approximately $120 million reflecting
the write-off of in-process research and development charges
(IPR&D). The acquisition is expected to be breakeven to slightly
dilutive to Johnson & Johnson's earnings per share in 2009.
About
Johnson & Johnson
Caring for the
world, one person at a time…inspires and unites the people of Johnson &
Johnson. We embrace research and science - bringing innovative ideas, products
and services to advance the health and well-being of people. Our 119,400
employees at more than 250 Johnson & Johnson companies work with partners in
health care to touch the lives of over a billion people every day, throughout
the world.
-more-
-4-
About
Omrix Biopharmaceuticals,
Inc.
Omrix is a fully integrated
biopharmaceutical company that develops, manufactures and markets protein-based
biosurgery and passive immunotherapy
products. Omrix’s biosurgery product line includes
products and product candidates that are used for the control of bleeding, or
hemostasis, and other surgical applications. Omrix’s passive immunotherapy product line
includes antibody-rich products and product candidates for the
treatment of immune deficiencies, infectious diseases and potential biodefense
applications. For more information, please visit www.Omrix.com.
(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 or uncertainties materialize, actual results could vary materially
from Johnson & Johnson's and Omrix’s expectations and projections. Risks and
uncertainties include the
satisfaction of closing conditions for the acquisition, including
clearance under the Hart-Scott-Rodino Antitrust Improvements Act and
receipt of certain other regulatory approvals for the transaction, the
tender of a majority of the outstanding shares of common stock of Omrix,
and the possibility that the transaction will not be completed; general
industry 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 of Johnson & Johnson’s Annual
Report on Form 10-K for the fiscal year ended December 30, 2007 and Omrix’s Form
10-K as filed with the SEC on March 17, 2008. Copies of these filings, as well
as subsequent filings, are available online at www.sec.gov,
www.jnj.com,
www.Omrix.com
or on request from Johnson & Johnson or Omrix. Neither Johnson & Johnson
nor Omrix undertakes to update any forward-looking statements as a result of new
information or future events or developments.)
-more
-5-
Additional
Information
The
tender offer described in this release has not yet commenced, and this release
is neither an offer to purchase nor a solicitation of an offer to sell
securities. At the time the tender offer is commenced, Johnson & Johnson
will file a tender offer statement with the U.S. Securities and Exchange
Commission (SEC). Investors and Omrix stockholders are strongly advised to read
the tender offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents) and the related
solicitation/recommendation statement that will be filed by Omrix with the SEC,
because they will contain important information. These documents will be
available at no charge on the SEC’s website at www.sec.gov.
In addition, a copy of the offer to purchase, letter of transmittal and certain
other related tender offer documents (once they become available) may be
obtained free of charge by directing a request to Johnson & Johnson at www.jnj.com,
or Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ
08933, Attn: Corporate Secretary’s Office.
###