EXHIBIT 99
Contacts:
For Xxxxxxx & Xxxxxxx: For Cordis Corporation:
Press F. Xxxxxx Xxxxxxx Chick XxXxxxxx
(000) 000-0000 (000) 000-0000
Investors Xxxxx X. Xx Xxxx Xxxxxx or
(000) 000-0000 Xxxx Xxxxxx
Xxxxx & Xxxxxxxxx
(000) 000-0000
FOR IMMEDIATE RELEASE
XXXXXXX & XXXXXXX AND CORDIS CORPORATION SIGN
DEFINITIVE MERGER AGREEMENT
---------------------------------------------
New Brunswick, N.J., and Miami, FL., November 13, 1995 --
Xxxxxxx & Xxxxxxx (NYSE:JNJ) and Cordis Corporation (NASDAQ:CORD)
today announced that they have signed a definitive merger agreement
for a $109 per share stock-for-stock merger of the two companies.
Under terms of the agreement, the amount of Xxxxxxx &
Xxxxxxx stock that would be issued in the merger for each Cordis share
would be the result of dividing $109 by the average of the closing
prices per Xxxxxxx & Xxxxxxx share for the ten trading days prior to
the closing of the merger. Cordis has approximately 17.6 million
shares outstanding on a fully diluted basis, giving the merger a total
equity value, net of cash, of approximately $1.8 billion.
Xxxxxxx & Xxxxxxx and Xxxxxx expect to file shortly a proxy
statement/prospectus with respect to the Cordis shareholders' meeting
to approve the merger and the registration of the Xxxxxxx & Xxxxxxx
common stock to be issued in the merger. The parties said that they
would expect that the shareholders meeting could be held in
approximately 90 days. The merger requires the approval of the
holders of a majority of the outstanding Cordis shares.
Under the merger agreement, Xxxxxxx & Xxxxxxx will conduct a
due diligence review of Cordis during the next 45 days and has the
right during that period to terminate the merger agreement based on
that review.
Cordis Corporation and its subsidiaries manufacture and
market a variety of medical devices and systems for the cardiology,
electrophysiology, radiology, interventional neuroradiology and
neuroscience markets.
Xxxxxxx & Xxxxxxx, with approximately 82,000 employees, is
the world's largest and most comprehensive manufacturer of health care
products serving the consumer, pharmaceutical, diagnostics and
professional markets. Xxxxxxx & Xxxxxxx has 160 operating companies
in 50 countries around the world, selling products in more than 175
countries. For the first nine months of 1995, Xxxxxxx & Xxxxxxx
reported consolidated sales of $14.0 billion for its worldwide
operations, an increase of 20.2% over the worldwide sales of $11.64
billion for the same period a year ago. Consolidated earnings for the
first nine months of 1995 were $1.94 billion, up 19.0%.
The merged company will be called Cordis, a Xxxxxxx &
Xxxxxxx Company, and will continue to be headquartered in Miami,
Florida.
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