Johnson & Johnson to acquire Micrus Endovascular

Johnson & Johnson (NYSE: JNJ) and Micrus Endovascular Corporation (Nasdaq: MEND), a global developer and manufacturer of minimally invasive devices to address hemorrhagic and ischemic stroke, today announced a definitive agreement whereby Micrus Endovascular will be acquired in a cash for stock exchange.

Under the terms of the agreement, Micrus Endovascular stockholders will receive at closing $23.40 for each outstanding Micrus Endovascular share.  The value of the transaction as of the anticipated closing date is estimated to be approximately $480 million, based upon Micrus Endovascular's 20.5 million fully diluted shares outstanding.

The boards of directors of Johnson & Johnson and Micrus Endovascular have approved the transaction, which is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act, similar regulation in other countries, Micrus Endovascular stockholder approval and other customary closing conditions.

Micrus Endovascular will join Codman & Shurtleff, Inc., the neuro device business of the DePuy Family of Companies within Johnson & Johnson.  Codman and Micrus Endovascular offer innovative and complementary technologies for treating cerebral aneurysms responsible for hemorrhagic stroke.  The Codman neurovascular portfolio includes bare platinum coils, vascular reconstruction devices (VRDs) and access devices.  Micrus Endovascular, solely focused on the neurointerventional market, is a leader in enhanced bioactive coils and a pioneer in the development of new technologies to improve the treatment of ischemic stroke and aneurysms.  The combined business of Codman and Micrus Endovascular will provide a strong suite of solutions for hemorrhagic stroke, with many promising products in development for ischemic stroke. 

"The merger represents an important strategic move in the neuro device space for us and a significant step forward in the delivery of technologies for the prevention and treatment of stroke," said Michael Mahoney, Company Group Chairman for the DePuy Family of Companies.  "Together, Codman and Micrus Endovascular will offer clinicians and their patients a full range of stroke treatments and the potential to impact the condition in ways that could not be realized by either company alone."

"Stroke is a significant cause of death and disability around the world.  At Micrus Endovascular, we are dedicated to developing innovative approaches to treating stroke and improving the outcomes of people impacted by this condition," said John Kilcoyne, Chairman and CEO, Micrus Endovascular.  "By joining forces with Codman & Shurtleff, we believe we could have an even greater impact on treating this condition that accounts for one out of 18 deaths in the U.S."

According to the National Stroke Association, stroke is the third most common cause of death and the leading cause of serious, long-term adult disability in the U.S.   Each year, approximately 795,000 people in the U.S. experience a stroke.  The majority of victims (87%) have an ischemic stroke, which occurs when arteries are blocked by blood clots or other deposits or narrowed due to atherosclerosis; others experience a hemorrhagic stroke, which occurs when a brain aneurysm bursts.  The cost of stroke is estimated to be a staggering $73 billion annually in the U.S. alone.

Upon closing, the transaction is expected to be breakeven to slightly dilutive to Johnson & Johnson's 2010 earnings per share.  The transaction is expected to close in the second half of 2010.