NEW BRUNSWICK, N.J. and WEST CHESTER, Pa., April 27, 2011
/PRNewswire/ — Johnson & Johnson (NYSE:
JNJ), the world’s most comprehensive and broadly-based
manufacturer of health care products, and Synthes, Inc.
(SWX:SYST.VX), a premier global manufacturer of orthopaedic
devices, today announced that they have entered into a definitive
agreement whereby Johnson & Johnson will acquire Synthes for
CHF159 per share, or $21.3 billion.  Upon completion of this
transaction, Synthes and the DePuy Companies of Johnson &
Johnson together will comprise the largest business within the
Medical Devices and Diagnostics segment of Johnson & Johnson.
 

Under the terms of the agreement, each share of Synthes common
stock, subject to certain conditions, will be exchanged for
CHF55.65 in cash and CHF103.35 in Johnson & Johnson common
stock. The transaction has an estimated net acquisition cost of
$19.3 billion as of the close of business on April 26, 2011, based
on Synthes approximately 119.5 million fully diluted shares
outstanding and approximately $2 billion in cash on hand as of
signing.

The Boards of Directors of Johnson & Johnson and Synthes
have each approved the transaction. Dr. Hansjoerg Wyss, Synthes
founder and Chairman of the Board, and related parties have agreed
to vote shares representing not less than 33% of Synthes common
stock in support of the transaction.

DePuy offers one of the most diverse orthopaedics portfolios in
the industry, while Synthes is recognized for its innovations in
trauma, spine, cranio-maxillofacial and power tools.
 Together, the companies will offer surgeons and patients a
unique breadth and depth of technology and service worldwide to
meet their orthopaedic needs.

“DePuy and Synthes together will create the most innovative and
comprehensive orthopaedics business in the world and enable us to
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