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Johnson & Johnson GmbH

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 they
have been notified, as anticipated, that the European Commission has
decided to open a second phase review into the proposed acquisition
of Guidant by Johnson & Johnson. The companies will continue to work
closely with the European Commission to address questions that may
arise during the course of the detailed review procedure.
The Commission now has 90 working days, subject to possible
extensions, to issue an opinion on the matter. The companies continue
to expect the acquisition to close in the third quarter of 2005.
Guidant Corporation develops, manufactures and markets a broad
array of products and services that enable less invasive care for
some of life's most threatening medical conditions, giving an
opportunity for better life to millions of cardiac and vascular
patients 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 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. The more than 200 Johnson & Johnson
operating companies employ approximately 111,000 men and women in 57
countries and sell products throughout the world. For more
information, visit 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 approval by Guidant
shareholders of the pending acquisition by Johnson & Johnson;
regulatory approvals for the pending acquisition; 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 health
care reforms and governmental laws and regulations affecting domestic
and foreign operations, and trends toward health care cost
containment.
A further list and description of these risks, uncertainties and
other factors can be found in Exhibit 99(b) of Johnson & Johnson's
Annual Report on Form 10-K for the fiscal year ended January 2, 2005
and Exhibit 99 of Guidant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004. Copies of each said 10-K are available
online at http://www.sec.gov or on request from the applicable
company. Neither company assumes any obligation to update any
forward-looking statements as a result of new information or future
events or developments.)
Johnson & Johnson and Guidant have filed a definitive
prospectus/proxy statement and other documents regarding the proposed
merger described in this press release with the Securities and
Exchange Commission. This prospectus/proxy statement has been sent to
security holders of Guidant Corporation seeking their approval of the
transaction. Investors and security holders are urged to read the
definitive prospectus/proxy statement which contains important
information, including detailed risk factors. The prospectus/proxy
statement and other documents filed by Johnson & Johnson and Guidant
with the Securities and Exchange Commission (SEC) are available free
of charge at the SEC's website (http://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 Guidant, 111 Monument Circle, #2900, Indianapolis, IN
46204 Attention: Investor Relations.
Guidant, its directors, and certain of its executive officers may
be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the
directors and executive officers of Guidant and their ownership of
Guidant stock is set forth in Guidant's recent filing on Form 10-K.
Investors may obtain additional information regarding the interests
of such participants by reading the definitive prospectus/proxy
statement.
Web site: http://www.jnj.com
              http://www.guidant.com

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