12/16/2009

Ethicon Announces Definitive Agreement to Acquire Acclarent

Acclarent’s Broad Product Portfolio Provides New Growth Platform in ENT

Somerville, NJ (December 16, 2009) -- Ethicon, Inc., a Johnson & Johnson (NYSE: JNJ) company and a worldwide leader in surgical care, and Acclarent, Inc., a privately held medical technology company dedicated to designing, developing and commercializing devices that address conditions affecting the ear, nose and throat (ENT), today announced a definitive merger agreement whereby Ethicon will acquire Acclarent in an all-cash transaction for approximately $785 million net of estimated cash on hand at time of closing.

The closing of the transaction is subject to customary conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The boards of directors of both companies and the shareholders of Acclarent have approved the transaction.

Acclarent’s focus is on achieving the goals of sinus surgery with novel, endoscopic, minimally-invasive devices. Through its Balloon Sinuplasty™ technology and other innovative products, Acclarent offers ENT patients alternatives to medical therapy and conventional surgical approaches.

Gary Pruden, Company Group Chairman for Johnson & Johnson with responsibility for the Ethicon business worldwide, said, “Understanding and addressing customers’ unmet needs through innovation is a hallmark of both Acclarent and Ethicon’s success. This transaction represents an important growth opportunity for our business in an area where there were previously limited solutions available to patients.”

“Millions of people suffer from ENT conditions, such as chronic sinusitis and obstructive sleep apnea,” said William M. Facteau, President and Chief Executive Officer for Acclarent. “The opportunity to become part of Ethicon will enable us to continue to innovate and expand our reach so that more physicians and patients worldwide will benefit from our technology.”

Upon closing, the transaction is expected to have a dilutive impact to Johnson & Johnson's 2010 adjusted earnings per share of approximately $0.03 to $0.04. The transaction is expected to close in the first quarter of 2010.

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 approximately 117,000 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.

About Ethicon, Inc.

Ethicon, Inc., a Johnson & Johnson company, is a trusted, world-wide leader in surgical care. For over a century, Ethicon has continuously introduced innovations in wound closure, general surgery, wound management, women's health and urology and aesthetic medicine that fulfill the Company’s vision: Restoration of body and of life. For more information, visit www.ethicon.com.

About Acclarent, Inc.

Acclarent is a global medical technology company dedicated to the development of innovative products to further meet the needs of ENT surgeons and their patients. Based in Menlo Park, Calif., the company employs approximately 325 people. Through its core technologies and commitment to innovation, Acclarent will continue to advance novel technologies in all areas of ENT. Acclarent markets and sells its products worldwide and its technology has been used by thousands of physicians. For more information about Acclarent, visit www.Acclarent.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 Ethicon, Inc. and/or Johnson & Johnson'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, 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 the Johnson & Johnson Annual Report on Form 10-K for the fiscal year ended December 28, 2008. Copies of this Form 10-K, as well as subsequent filings, are available online at www.sec.gov, www.jnj.com or on request from Johnson & Johnson. Neither Ethicon, Inc. nor Johnson & Johnson undertake to update any forward-looking statements as a result of new information or future events or developments.)

Media:
Barbara Montresor
Ethicon, Inc.
732-865-2488 (mobile)

Investors:
Louise Mehrotra
J&J Investor Relations
732-524-6491
 
Stan Panasewicz
732- 524-2524

 
Bill Price
J&J Corporate Communications
732-524-6623 (office)
732-668-3735 (mobile)