Johnson & Johnson Announces Completion of Merger with Heartport, Inc.

Apr 18, 2001, 01:00 ET from Johnson & Johnson

    NEW BRUNSWICK, N.J., and REDWOOD CITY, Calif., April 18 /PRNewswire/ --
 Johnson & Johnson (NYSE:   JNJ), the worldwide manufacturer of health care
 products, and Heartport, Inc. (Nasdaq: HPRT), a pioneer in less invasive
 cardiac surgery, today announced the completion of their previously announced
 merger, valued at approximately $81 million.  The transaction was completed
 after Heartport shareholders voted to approve the merger agreement with
 Johnson & Johnson.
     A wholly-owned Johnson & Johnson subsidiary has been merged with and into
 Heartport.  Heartport will operate as part of the CARDIOVATIONS division of
 Ethicon, Inc., a Johnson & Johnson company.  Ethicon is a global leader in
 developing and marketing products for surgery in the areas of wound closure
 and wound management, surgical sports medicine, women's health and
 cardiovascular surgery.
     Heartport manufactures and markets less invasive cardiac surgery products
 that enable surgeons to perform a wide range of less invasive open-chest and
 minimally invasive heart operations, including stopped heart and beating heart
 procedures.
     "This merger creates a new force in cardiac surgery and further solidifies
 Johnson & Johnson's commitment to this growing and important healthcare
 segment," said Dennis N. Longstreet, Company Group Chairman, Ethicon
 Worldwide.
     Holders of Heartport common stock will receive 0.0307 in Johnson & Johnson
 common stock for each outstanding share of Heartport.  Johnson & Johnson
 intends to purchase the number of shares of Johnson & Johnson common stock
 equal to the number of such shares issued in connection with this merger.
 Johnson & Johnson intends to complete such purchases through open market
 transactions within 90 days.
 
     Johnson & Johnson, with 99,200 employees, is the world's most
 comprehensive and broadly-based manufacturer of health care products, as well
 as a provider of related services for the consumer, pharmaceutical and medical
 devices and diagnostics markets.  Johnson & Johnson has more than 190
 operating companies in 51 countries around the world, selling products in more
 than 175 countries.
 
     (This press release contains "forward-looking statements" as defined in
 the Private Securities Litigation Reform Act of 1995. These statements are
 based on current expectations of future events.  If underlying assumptions
 prove inaccurate or unknown risks or uncertainties materialize, actual results
 could vary materially from the companies' expectations and projections. Risks
 and uncertainties include general industry conditions and competition;
 economic conditions, such as interest rate and currency exchange rate
 fluctuations; technological advances and patents attained by competitors;
 challenges inherent in new product development, including obtaining regulatory
 approvals; domestic and foreign health care reforms and governmental laws and
 regulations; and trends toward health care cost containment. These and other
 applicable risks are summarized in the cautionary statement filed as Exhibit
 99(b) to Johnson & Johnson's Annual Report on Form 10-K for the fiscal year
 ended December 31, 2000 and under the caption "Risk Factors" in Heartport's
 Quarterly Report for the quarterly period ended December 31, 2000, each of
 which is filed with the Securities and Exchange Commission. Neither Johnson &
 Johnson nor Heartport assumes any obligation to update any forward-looking
 statements as a result of new information or future events or developments.)
 
 

SOURCE Johnson & Johnson
    NEW BRUNSWICK, N.J., and REDWOOD CITY, Calif., April 18 /PRNewswire/ --
 Johnson & Johnson (NYSE:   JNJ), the worldwide manufacturer of health care
 products, and Heartport, Inc. (Nasdaq: HPRT), a pioneer in less invasive
 cardiac surgery, today announced the completion of their previously announced
 merger, valued at approximately $81 million.  The transaction was completed
 after Heartport shareholders voted to approve the merger agreement with
 Johnson & Johnson.
     A wholly-owned Johnson & Johnson subsidiary has been merged with and into
 Heartport.  Heartport will operate as part of the CARDIOVATIONS division of
 Ethicon, Inc., a Johnson & Johnson company.  Ethicon is a global leader in
 developing and marketing products for surgery in the areas of wound closure
 and wound management, surgical sports medicine, women's health and
 cardiovascular surgery.
     Heartport manufactures and markets less invasive cardiac surgery products
 that enable surgeons to perform a wide range of less invasive open-chest and
 minimally invasive heart operations, including stopped heart and beating heart
 procedures.
     "This merger creates a new force in cardiac surgery and further solidifies
 Johnson & Johnson's commitment to this growing and important healthcare
 segment," said Dennis N. Longstreet, Company Group Chairman, Ethicon
 Worldwide.
     Holders of Heartport common stock will receive 0.0307 in Johnson & Johnson
 common stock for each outstanding share of Heartport.  Johnson & Johnson
 intends to purchase the number of shares of Johnson & Johnson common stock
 equal to the number of such shares issued in connection with this merger.
 Johnson & Johnson intends to complete such purchases through open market
 transactions within 90 days.
 
     Johnson & Johnson, with 99,200 employees, is the world's most
 comprehensive and broadly-based manufacturer of health care products, as well
 as a provider of related services for the consumer, pharmaceutical and medical
 devices and diagnostics markets.  Johnson & Johnson has more than 190
 operating companies in 51 countries around the world, selling products in more
 than 175 countries.
 
     (This press release contains "forward-looking statements" as defined in
 the Private Securities Litigation Reform Act of 1995. These statements are
 based on current expectations of future events.  If underlying assumptions
 prove inaccurate or unknown risks or uncertainties materialize, actual results
 could vary materially from the companies' expectations and projections. Risks
 and uncertainties include general industry conditions and competition;
 economic conditions, such as interest rate and currency exchange rate
 fluctuations; technological advances and patents attained by competitors;
 challenges inherent in new product development, including obtaining regulatory
 approvals; domestic and foreign health care reforms and governmental laws and
 regulations; and trends toward health care cost containment. These and other
 applicable risks are summarized in the cautionary statement filed as Exhibit
 99(b) to Johnson & Johnson's Annual Report on Form 10-K for the fiscal year
 ended December 31, 2000 and under the caption "Risk Factors" in Heartport's
 Quarterly Report for the quarterly period ended December 31, 2000, each of
 which is filed with the Securities and Exchange Commission. Neither Johnson &
 Johnson nor Heartport assumes any obligation to update any forward-looking
 statements as a result of new information or future events or developments.)
 
 SOURCE  Johnson & Johnson