Business News

Johnson & Johnson Begins Tender Offer to Acquire Omrix

Wednesday 26. November 2008 - Johnson & Johnson (NYSE:JNJ) is commencing today, through a new wholly-owned subsidiary, Binder Merger Sub, Inc., a cash tender offer to purchase all outstanding shares of common stock of Omrix Biopharmaceuticals, Inc. (NASDAQ:OMRI). Johnson & Johnson reported on November 24, 2008, its intent to acquire Omrix.

Upon the successful closing of the tender offer, stockholders of Omrix will receive $25.00 in cash for each share of Omrix common stock tendered in the offer, less any required withholding taxes. Following the purchase of shares in the tender offer, Omrix will operate as a stand-alone entity reporting through ETHICON, Inc, a Johnson & Johnson company.

Johnson & Johnson will file today with the Securities and Exchange Commission a tender offer statement on Schedule TO that provides the terms of the tender offer. Omrix will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Omrix’s board of directors that Omrix stockholders accept the tender offer and tender their shares to Johnson & Johnson. As previously announced, Omrix’s board of directors has approved the transaction.

The tender offer will expire at 12:00 midnight on December 23, 2008, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The tender offer is conditioned on the tender of a majority of the outstanding shares of Omrix’s common stock on a fully diluted basis. The closing is also conditioned on Israeli antitrust clearance and other customary closing conditions.