Filed by Johnson & Johnson pursuant to Rules 165 and 425 promulgated under the
Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12
promulgated under the Securities Act of 1934, as amended.
Subject Company: Inverness Medical Technology, Inc.
Commission File No: 000-20871
Johnson & Johnson and Inverness today jointly issued the following press
release.
Johnson & Johnson Inverness Medical Technology
Press Contact: Marc Monseau Investor Contact: Doug Guarino
(732) 524-1130 (781) 647-3900
Johnson & Johnson
Investor Contacts: Helen E. Short Lesley Fishman Andrea Ferris
(732) 524-6491 (732) 524-3922 (732) 524-6486
FOR IMMEDIATE RELEASE
JOHNSON & JOHNSON AND INVERNESS MEDICAL TECHNOLOGY
ANNOUNCE EFFECTIVENESS OF REGISTRATION STATEMENTS
New Brunswick, NJ and Waltham, MA (October 22, 2001) - Johnson &
Johnson (NYSE: JNJ), the world's most comprehensive and broadly based
manufacturer of health care products, and Inverness Medical Technology (AMEX:
IMA), a developer of innovative products focused primarily on the
self-management of diabetes, today announced that the Securities and Exchange
Commission has declared effective Johnson & Johnson's S-4 Registration Statement
concerning the acquisition of Inverness, excluding certain businesses, and
Inverness Medical Innovation's S-4 Registration Statement concerning the
split-off of Inverness' women's health, nutritional supplements and clinical
diagnostics businesses. The S-4 filings both contain the Proxy
Statement-Prospectus for the previously announced stock-for-stock transaction in
which Johnson & Johnson will buy the Inverness diabetes care products businesses
and Inverness' other principal businesses will be split-off as part of a
separate publicly traded company. The Proxy Statement-Prospectus is expected to
be mailed on or about October 22.
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The transaction is subject to the approval of Inverness stockholders
and to certain other conditions that are described in the Proxy
Statement-Prospectus. Inverness stockholders will vote on whether to approve the
split-off and merger agreement governing the terms of the transaction at a
special meeting scheduled for 9:00 a.m., local time, on November 20, 2001, at
the offices of Goodwin Procter LLP in Boston, Massachusetts.
The companies have been advised by the European Commission Merger Task
Force that the merger is not notifiable to the European Commission. However,
filings have been made in Germany and Italy seeking approval of the merger. The
German Cartel Office confirmed that the transaction can be consummated in
Germany. Filings in Italy are currently under review. Johnson & Johnson believes
that the Italian regulatory approval process will not materially delay or impede
the completion of the merger. If approved by Inverness stockholders at the
special meeting on November 20, it is anticipated that the transaction will
close promptly thereafter.
Inverness Medical Technology develops, manufactures, and markets
innovative products focused primarily on diabetes self-management. Inverness
also markets women's health and nutritional products to consumers through its
own established retail distribution networks including Wal-Mart, CVS and
Walgreens. Inverness Medical Technology's manufacturing facilities are located
in Inverness, Scotland; Galway, Ireland; Yavne, Israel; San Diego, California,
and its European sales office is located in Munich, Germany. Inverness has
approximately 1,000 employees, with headquarters in Waltham, Massachusetts.
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Johnson & Johnson, with approximately 100,000 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 195 operating
companies in 51 countries around the world, selling products in more than 175
countries. For more information on Johnson & Johnson, please visit the company's
website at HTTP://WWW.JNJ.COM.
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, forecasts and assumptions that are subject to risks and
uncertainties which could cause actual outcomes and results to differ materially
from these statements. Risks and uncertainties include the satisfaction of the
conditions to closing, including receipt of shareholder and regulatory approval;
the tax-free nature of the acquisition of the diabetes care products business of
Inverness; general industry and market conditions; general domestic and
international 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 healthcare reform; trends toward managed care
and healthcare cost containment, and governmental laws and regulations affecting
domestic and foreign operations. A further list and description of these risks,
uncertainties and other factors can be found in Johnson & Johnson's Cautionary
Statement filed as an Exhibit to Johnson & Johnson's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, (copies of which are available on
request from the Company) and in Inverness' reports filed with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
including without limitation those risks and uncertainties described under
"Certain Factors Affecting Future Results" in Exhibit 13.1 to Inverness' Annual
Report on Form 10-K for the year ended December 31, 2000. The companies disclaim
any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This material is not a substitute for the proxy statement/prospectus
Johnson & Johnson and Inverness Medical Technology (and a subsidiary thereof)
has filed with the Securities and Exchange Commission. Investors are urged to
read the proxy statement/prospectus which contains important information,
including detailed risk factors. The proxy statement/prospectus and other
documents which have been filed by Johnson & Johnson and Inverness Medical
Technology (and a subsidiary thereof) with the Securities and Exchange
Commission will be available free of charge at the SEC's website (www.sec.gov)
or by directing a request to Johnson & Johnson, One Johnson & Johnson Plaza, New
Brunswick, NJ 08933 Attn: Investor Relations; or by directing a request to
Inverness Medical Technology, Inc., 51 Sawyer Road, Suite 200, Waltham, MA
02453, Attention: Investor Relations, telephone (781) 647-3900.
Inverness Medical Technology, its directors, and certain of its
executive officers may be considered participants in the solicitation of proxies
in connection with the proposed transactions. Information about the directors
and executive officers of Inverness Medical Technology and their ownership of
Inverness Medical Technology stock is set forth in the proxy statement for
Inverness Medical Technology's 2001 annual meeting of shareholders. Investors
may obtain additional information regarding the interests of such participants
by reading the prospectus/proxy statement when it becomes available.
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