Johnson & Johnson to acquire Synthes for $21.3 billion

[News_Editor]

Johnson & Johnson to acquire Synthes for $21.3 billion

2011-04-27 19:22:29 GMT+7 (ICT)

NEW BRUNSWICK, NEW JERSEY (BNO NEWS) -- Johnson & Johnson (J&J) on Wednesday announced that it has entered into a definitive agreement to acquire Synthes, Inc. for $21.3 billion, representing one of the largest deals ever in the health sector.

Health care product giant J&J said the agreement was offered for 159 Swiss francs ($181.30) per share for Synthes.

According to the agreement, the acquisition will be carried out in cash and stock. Each share of Synthes common stock, subject to certain conditions, will be exchanged for 55.65 Swiss francs ($63.67) in cash and 103.35 Swiss francs ($118.24) in J&J common stock.

The transaction has an estimated net acquisition cost of $19.3 billion as of the close of business on Tuesday, 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 J&J and Synthes, which is a bone implant and surgical tools manufacturing company based in Switzerland and the U.S., 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 percent of Synthes common stock in support of the transaction.





"DePuy and Synthes together will create the most innovative and comprehensive orthopedics business in the world and enable us to better serve clinicians and patients worldwide," said Bill Weldon, Chairman and Chief Executive Officer of Johnson & Johnson. 

"Orthopaedics is a large and growing $37 billion global market and represents an important growth driver for Johnson & Johnson," Weldon added. "Synthes is widely respected for its innovative high-quality products, world-class R&D capabilities, its commitment to education, the highest standards of service, and extensive global footprint."




The transaction is expected to close during the first half of 2012 and is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act, approval by the European Commission and regulatory approval in certain other jurisdictions, as well as other customary closing conditions.

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