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Ethicon Enters Into Agreement To Acquire Acclarent

Received approval from the board of directors and the shareholders

Ethicon, a Johnson & Johnson company and Acclarent (ENT), have entered into a definitive merger agreement whereby Ethicon will acquire Acclarent in an all-cash transaction for approximately $785m net of estimated cash on hand at time of closing.

The closing of the transaction is subject to customary conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The boards of directors of both companies and the shareholders of Acclarent have approved the transaction.

Acclarent’s focus is on achieving the goals of sinus surgery with novel, endoscopic, minimally-invasive devices. Through its Balloon Sinuplasty technology and other innovative products, Acclarent offers ENT patients alternatives to medical therapy and conventional surgical approaches.

Upon closing, the transaction is expected to have a dilutive impact to Johnson & Johnson’s 2010 adjusted earnings per share of approximately $0.03 to $0.04. The transaction is expected to close in the first quarter of 2010.

Gary Pruden, chairman for Johnson & Johnson with responsible for the Ethicon business worldwide, said: “Understanding and addressing customers’ unmet needs through innovation is a hallmark of both Acclarent and Ethicon’s success. This transaction represents an important growth opportunity for our business in an area where there were previously limited solutions available to patients.”

William Facteau, president and chief executive officer for Acclarent, said: “The opportunity to become part of Ethicon will enable us to continue to innovate and expand our reach so that more physicians and patients worldwide will benefit from our technology.”