Johnson & Johnson (NYSE:JNJ) entered into a definitive agreement to acquire Shockwave Medical, Inc. (NasdaqGS:SWAV) from a group of sellers for $13 billion on April 4, 2024. The consideration was paid on the basis of $335 per share in cash. Johnson & Johnson expects to fund the transaction through a combination of cash on hand and debt. Following the completion of the transaction, Shockwave will operate as a business unit within Johnson & Johnson MedTech, and financials will be reported within Johnson & Johnson MedTech?s Cardiovascular portfolio, which was previously referred to as Interventional Solutions. Michael Bodner will assume responsibility for the business upon close. Isaac Zacharias, most recently serving as President and Chief Commercial Officer, will transition to become Worldwide President of Shockwave, reporting to Michael Bodner. Doug Godshall, Shockwave?s President and Chief Executive Officer, will advise through the transition. The sell side termination fee equates to $448 million. The transaction was approved by both companies? boards of directors. The transaction is subject to the receipt of Shockwave?s shareholder approval, Johnson & Johnson's shareholder approval, as well as the receipt of applicable regulatory approvals and antitrust approvals. On May 20, 2024, the required waiting period under the HSR Act with respect to the Merger expired. As of May 29, 2024, Sarepta Therapeutics Inc. (NASD: SRPT) will replace Shockwave Medical Inc. (NASD: SWAV) in the S&P MidCap 400 effective prior to the opening of trading on Monday, June 3, 2024. The closing of the transaction is expected to occur by mid-year 2024.

J.P. Morgan Securities LLC acted as financial advisor to Johnson & Johnson. Damien R. Zoubek, Jenny Hochenberg and Sanjay Murti of Freshfields Bruckhaus Deringer US LLP acted as legal advisor of Johnson & Johnson. Perella Weinberg Partners LP acted as financial advisor for a fee of approximately $92.7 million to Shockwave Medical. Doug Cogen, Bomi Lee, Ran Ben-Tzur, Jen Hitchcock, Stefano Quintini, Matt Cantor, Tom Ensign, Jeff Oelke, Jennifer Yoo and Adam Halpern of Fenwick & West LLP acted as legal advisors to Shockwave Medical. Perella Weinberg Partners LP acted as fairness opinion provider for a fee of approximately $7 million to Shockwave Medical. Alliance Advisors LLC acted as Proxy Solicitor to Shockwave Medical for a fee of $17,500, plus expenses. Computershare Trust Company, National Association acted as Transfer Agent to Shockwave Medical. Marshall P. Shaffer, Daniel E. Wolf of Kirkland and Ellis acted as legal advisor to Perella Weinberg Partners.

Johnson & Johnson (NYSE:JNJ) completed the acquisition of Shockwave Medical, Inc. (NasdaqGS:SWAV) from a group of sellers on May 31, 2024. In connection with the completion of the transaction, Shockwave?s common stock ceased trading on NASDAQ. Shockwave is now part of Johnson & Johnson and will operate as a business unit within Johnson & Johnson MedTech.