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news.Johnson & Johnson and Mentor, a supplier of medical products for the global aesthetic market, have signed a definitive agreement whereby Mentor will be acquired for approximately $1.07 billion in a cash tender offer.
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Mentor will operate as a stand-alone business unit reporting through Ethicon, a Johnson & Johnson company and provider of suture, mesh and other products for a wide range of surgical procedures.
Under the terms of the agreement, Johnson & Johnson will commence a tender offer to purchase all outstanding shares of Mentor at $31 per share. The tender offer is conditioned on the tender of a majority of the outstanding shares of Mentor’s common stock on a fully diluted basis. The closing is conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions.
The $1.12 billion estimated net value of the transaction is based on Mentor’s 34.6 million fully diluted shares outstanding, plus estimated net debt at time of closing. The boards of directors of Johnson & Johnson and Mentor have approved the transaction.
The acquisition of Mentor is expected to provide Ethicon with an opportunity to strengthen its presence in aesthetic and reconstructive medicine and raise the standard for innovation and patient outcomes in this market worldwide. The transaction is expected to close in the first quarter of 2009.
Josh Levine, president and CEO of Mentor, said: “This transaction allows Mentor to expand our product portfolio and significantly grow our global reach. The opportunity to become part of Ethicon will have a positive impact on our business and on all our key constituents.”