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GUIDANT ACCEPTS JOHNSON & JOHNSON'S MERGER BID

January 16, 2006

Guidant recently accepted Johnson & Johnson's (J&J) bid to purchase the device maker after a last-ditch effort by Boston Scientific to outbid J&J failed.

Guidant agreed to J&J's $24.2 billion offer, which includes $40.52 in cash and .493 shares of J&J common stock for each outstanding share of Guidant common stock. Valued as of the market close on Jan. 13, the transaction has a per share value of $71.00 to Guidant shareholders.

"This agreement with Johnson & Johnson provides significant financial value and certainty for shareholders," said James Cornelius, Guidant's chairman and CEO. However, Boston Scientific had bid $73 per share late last week.

The boards of directors of both companies unanimously approved the revised offer and the Guidant board of directors recommended that its shareholders vote in favor of the revised merger agreement at an upcoming shareholder meeting.

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