Apr 22, 2005
Johnson & Johnson Proposed Acquisition of Guidant Corporation Enters Second Phase Review by European Commission

New Brunswick, N.J., and Indianapolis, Ind. - 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 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 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 www.sec.gov or on request from the applicable company. Neither company assumes any obligation to update any forward-looking statements as a result in 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 (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.