Johnson & Johnson Proposed Acquisition of Guidant Corporation Enters Second Phase Review by European Commission

New Brunswick, New Jersey and Indianapolis (ots/PRNewswire) -Johnson & Johnson and Guidant Corporation today announced that theyhave been notified, as anticipated, that the European Commission hasdecided to open a second phase review into the proposed acquisitionof Guidant by Johnson & Johnson. The companies will continue to workclosely with the European Commission to address questions that mayarise during the course of the detailed review procedure.

The Commission now has 90 working days, subject to possibleextensions, to issue an opinion on the matter. The companies continueto expect the acquisition to close in the third quarter of 2005.

Guidant Corporation develops, manufactures and markets a broadarray of products and services that enable less invasive care forsome of life's most threatening medical conditions, giving anopportunity for better life to millions of cardiac and vascularpatients worldwide. The company has approximately 12,000 employees.For more information, visit http://www.guidant.com.

Johnson & Johnson is the world's most comprehensive and broadlybased manufacturer of health care products, as well as a provider ofrelated services, for the consumer, pharmaceutical, and medicaldevices and diagnostics markets. The more than 200 Johnson & Johnsonoperating companies employ approximately 111,000 men and women in 57countries and sell products throughout the world. For moreinformation, visit http://www.jnj.com.

(This press release contains "forward-looking statements" asdefined in the Private Securities Litigation Reform Act of 1995.These statements are based on current expectations, forecasts andassumptions that are subject to risks and uncertainties which couldcause actual outcomes and results to differ materially from thesestatements. Risks and uncertainties include the approval by Guidantshareholders of the pending acquisition by Johnson & Johnson;regulatory approvals for the pending acquisition; general industryand market conditions; general domestic and international economicconditions, such as interest rate and currency exchange ratefluctuations; technological advances and patents attained bycompetitors; challenges inherent in new product development,including obtaining regulatory approvals, domestic and foreign healthcare reforms and governmental laws and regulations affecting domesticand foreign operations, and trends toward health care costcontainment.

A further list and description of these risks, uncertainties andother factors can be found in Exhibit 99(b) of Johnson & Johnson'sAnnual Report on Form 10-K for the fiscal year ended January 2, 2005and Exhibit 99 of Guidant's Annual Report on Form 10-K for the fiscalyear ended December 31, 2004. Copies of each said 10-K are availableonline at http://www.sec.gov or on request from the applicablecompany. Neither company assumes any obligation to update anyforward-looking statements as a result of new information or futureevents or developments.)

Johnson & Johnson and Guidant have filed a definitiveprospectus/proxy statement and other documents regarding the proposedmerger described in this press release with the Securities andExchange Commission. This prospectus/proxy statement has been sent tosecurity holders of Guidant Corporation seeking their approval of thetransaction. Investors and security holders are urged to read thedefinitive prospectus/proxy statement which contains importantinformation, including detailed risk factors. The prospectus/proxystatement and other documents filed by Johnson & Johnson and Guidantwith the Securities and Exchange Commission (SEC) are available freeof charge at the SEC's website (http://www.sec.gov) or by directing arequest to Johnson & Johnson, One Johnson & Johnson Plaza, NewBrunswick, NJ 08933 Attn: Investor Relations; or by directing arequest to Guidant, 111 Monument Circle, #2900, Indianapolis, IN46204 Attention: Investor Relations.

Guidant, its directors, and certain of its executive officers maybe considered participants in the solicitation of proxies inconnection with the proposed transaction. Information about thedirectors and executive officers of Guidant and their ownership ofGuidant stock is set forth in Guidant's recent filing on Form 10-K.Investors may obtain additional information regarding the interestsof such participants by reading the definitive prospectus/proxystatement.

Web site: http://www.jnj.com http://www.guidant.com

ots Originaltext: Johnson & JohnsonIm Internet recherchierbar: http://www.presseportal.de

Contact:Media: Jeffrey J. Leebaw, +1-732-524-3350, Investors: Helen E. Short,+1-732-524-6491, or Stan Panasewicz, +1-732-524-2524, all for Johnson& Johnson; Media: Steven Tragash, +1-317-971-2031, Investors: Andy Rieth +1-317-971-2061, or Doug Hughes, +1-317-971-2039, all for Guidant Corporation / Company News On-Call: http://www.prnewswire.com/comp/467347.html

Johnson & Johnson

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Johnson & Johnson Proposed Acquisition of Guidant Corporation Enters Second Phase Review by European Commission