Synthes, Inc. (SIX: SYST.VX) announced today that, subject to receipt of the required merger clearance from the Federal Trade Commission of the United States (FTC) and termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the completion of the previously announced merger with Johnson & Johnson may be anticipated as early as Thursday, June 14. Following the receipt of this clearance and expiration of the HSR waiting period, Johnson & Johnson will have satisfied the regulatory approval requirements under the merger agreement to complete the business combination with Synthes (subject to the satisfaction of all closing conditions at the time of closing). This announcement is being made to comply with notice requirements of SIX Swiss Exchange.
No assurances are made with respect to the receipt of FTC clearance or the timing thereof, or with respect to whether or when the business combination transaction might be completed. If the closing is going to be postponed to a later date, Synthes shareholders, the general public and SIX Swiss Exchange will be informed of any such delay prior to the commencement of trading on SIX Swiss Exchange on June 13, 2012.
If the closing occurs on June 14, the last day of trading in Synthes stock (SIX: SYST.VX) on SIX Swiss Exchange would be June 13, 2012. Trading would be suspended on June 14 and June 15, 2012 and the delisting would become effective as per June 18, 2012. A final notice of delisting confirming these dates would be released prior to the commencement of trading on SIX Swiss Exchange on June 13, 2012.
Under the terms of the merger agreement, each share of Synthes stock will be exchanged for CHF 55.65 in cash and CHF 103.35 in Johnson & Johnson common stock, provided the volume weighted average Johnson & Johnson common stock price, as calculated in CHF, is between CHF 52.54 and CHF 60.45 during the 10-day trading period ending on and including the trading day that is two trading days prior to the transaction closing (the calculation will be based on the World Market Fix rate for each of the trading days in the 10-day trading period). Each Synthes share exchanged will be converted into CHF 55.65 in cash, plus not more than 1.9672 and not fewer than 1.7098 shares of Johnson & Johnson common stock.
Synthes: A leading medical device company
Synthes is a leading global medical device company. We
develop, produce and market instruments, implants and
biomaterials for the surgical fixation, correction and
regeneration of the human skeleton and its soft
tissues.
Image Bank
A selection of product and company images can be found
here.
Further information
- http://www.investor.jnj.com/investor-relations.cfm
- Helpline: toll free 00800 6540 6540, UK direct (toll) +44 117 378 5488
- Synthes Investor Relations, +41 32 720 47 45, investor.relations@synthes.com
Restrictions Subject to US Securities Law
Synthes, Inc. management believes certain statements in this
media release may constitute "Forward-Looking
Statements" within the meaning of the "Private
Securities Litigation Reform Act of 1995". These
statements include but are not limited to those with respect
to the potential for Synthes to offer new products and market
existing ones, as well as the expected sales and sales growth
of Synthes. These statements are made on the basis of
management's views and assumptions regarding future
events and business performance as of the time the statements
are made. Actual results may differ materially from those
expressed or implied. Such differences may result from the
ability of Synthes to successfully develop and introduce new
products and services and market existing products and
services in a competitive marketplace and changes in the
economic conditions that may affect the performance of the
operations of Synthes. In addition, changes in competitive
conditions and regulatory developments may affect future
business performance, and changing market conditions may
affect the valuation of Synthes securities. In addition, it
should be noted that past financial and operational
performance of the company is not necessarily indicative of
future financial and operational performance. Synthes
undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future
events or otherwise. The securities of Synthes have been
offered and sold outside the United States and have not been
and will not be registered under the U.S. Securities Act of
1933, as amended ("Securities Act"). Such
securities may not be offered, sold or transferred in the
U.S. or to U.S. Persons (as defined in the regulations of the
Securities Act), except pursuant to a registration statement
filed under the Securities Act or under an applicable
exemption under the Securities Act. Hedging transactions
involving such securities may not be conducted unless in
compliance with the Securities Act. The Synthes securities
are deemed "Restricted Securities" as that term is
defined in Rule 144 under the Securities Act.
distributed by |