Ethicon and Acclarent announce definitive merger agreement

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(TM) 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.