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FOR IMMEDIATE RELEASE
Johnson & Johnson Announces Completion Completes of
Acquisition
Of Inverness Medical Technology's Diabetes Care Products
Business
Diabetes Care Products Business
---------------------------------------
New Brunswick, NJ (November 21, 2001) - Johnson &
Johnson (NYSE: JNJ), the world's most comprehensive and
broadly based manufacturer of health care products, today
announced the completion of its Johnson & Johnson's
previously announced acquisition of Inverness Medical
Technology, excluding certain businesses. The transaction
was completed today after Inverness shareholders voted to
approve the merger agreement with Johnson & Johnson at a
meeting held at the offices of Goodwin Procter LLP in Boston,
Massachusetts on November 20, 2001. Simultaneous with the
completion of the acquisition, Inverness completed the split-
off of a new publicly-traded company, Inverness Medical
Innovations, Inc. (AMEX: IMA), that now holds Inverness'
former women's health and other non-diabetes businesses.
A wholly owned Johnson & Johnson subsidiary has been
merged with and into Inverness Medical Technology in accord
with Delaware law. Inverness will become a wholly owned
subsidiary of Johnson & Johnson and work with Johnson &
Johnson's LifeScan franchise, a leading maker of blood
glucose monitoring systems for home and hospital use.
-more-
-2-
The acquisition is a stock-for-stock exchange that is
tax-free to Inverness shareholders. Holders of Inverness
common stock will receive .5935 of a share of Johnson
& Johnson common stock plus .2 of a share of Inverness
Medical Innovations, Inc. for each share of Inverness common
stock. Cash will be provided for fractional shares of
Johnson & Johnson and Inverness Medical Innovations, Inc. The
Exchange Ratio for determining the amount of Johnson &
Johnson common stock received for each share of Inverness
common stock was calculated by dividing $35.00 by $58.9726,
the average of the daily Johnson & Johnson volume weighted
average trading prices for each of the 20 consecutive trading
days ending with November 16, 2001. Johnson & Johnson intends
to purchase the same number of shares of Johnson & Johnson
common stock as issued in connection with this acquisition.
The Company intends to complete such purchases through open
market transactions within 90 days of completion of the
acquisition.
Johnson & Johnson, with approximately 100,000 employees,
is the world's most comprehensive and broadly based
manufacturer of health care products, as well as a provider
of related services, for the consumer, pharmaceutical and
medical devices and diagnostics markets. Johnson & Johnson
has 195 operating companies in 51 countries around the world,
selling products in more than 175 countries. For more
information on Johnson & Johnson, please visit the company's
website at http://www.jnj.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,
forecasts and assumptions that are subject to risks and
uncertainties which could cause actual outcomes and results
to differ materially from these statements. Risks and
uncertainties include general industry and market conditions;
general domestic and international 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
healthcare reform; trends toward managed care and healthcare
cost containment, and governmental laws and regulations
affecting domestic and foreign operations. A further list
and description of these risks, uncertainties and other
factors can be found in Johnson & Johnson's Cautionary
Statement filed as an Exhibit to Johnson & Johnson's Annual
Report on Form 10-K for the fiscal year ended December 31,
2000 (copies of which are available on request from the
Company). The company disclaims any intention or obligation
to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
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