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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CORDIS CORPORATION
(Name of Subject Company)
CORDIS CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(INCLUDING THE ASSOCIATED RIGHTS)
(TITLE OF CLASS OF SECURITIES)
21852510
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ALFRED J. NOVAK
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CORDIS CORPORATION
5200 BLUE LAGOON DRIVE
SUITE 200
MIAMI, FLORIDA 33126
(305) 824-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
CHARLES I. COGUT, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated November 1, 1995, of Cordis Corporation, a
Florida corporation (the "Company"), with respect to the tender offer made by
JNJ Acquisition Corp., a New Jersey corporation, and a direct wholly-owned
subsidiary of Johnson & Johnson, a New Jersey corporation ("J&J"), to purchase
all the outstanding shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of the Company, including the associated rights.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
Item 7 (a)-(b) is hereby amended and supplemented by adding thereto the
following:
On November 6, 1995, the Company and J&J announced an agreement in principle
to a $109 per share stock-for-stock merger. The agreement is subject to the
execution of a definitive merger agreement and to the Company's board approval
of the definitive agreement which is expected later this week. The merger will
be subject to the approval of the Company's shareholders. The full text of the
press release is set forth in Exhibit 15 hereto and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 15--Joint Press release issued by the Company and J&J dated November
6, 1995.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CORDIS CORPORATION
By: /s/ ALFRED J. NOVAK
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Alfred J. Novak, Vice President
and Chief Financial Officer
Dated: November 6, 1995
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EXHIBIT INDEX
Exhibit 15--Press Release issued by the Company on November 6, 1995.
NEWS RELEASE CORDIS
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Cordis Corporation
14201 N.W. 60th Avenue
Miami Lakes, FL 33014
(305) 824-2000
(305) 824-2080 Fax
Mailing Address:
P.O. Box 025700
Miami, FL 33102-5700
Contacts:
For Johnson & Johnson: For Cordis Corporation:
Press F. Robert Kniffin Chick McDowell
(908) 524-3535 (212) 824-2821
Investors Annie H. Lo Fred Garcia or Gene Donati
Clark & Weinstock
(908) 524-6491 (212) 953-2550
FOR IMMEDIATE RELEASE
JOHNSON & JOHNSON AND CORDIS CORPORATION AGREE IN PRINCIPLE
TO $109 PER SHARE STOCK-FOR-STOCK MERGER
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New Brunswick, N.J., and Miami, FL, November 6, 1995 - Johnson & Johnson
(NYSE:JNJ) and Cordis Corporation (NASDAQ:CORD) today announced that they have
agreed in principle to a $109 per share stock-for-stock merger. The agreement
in principle is subject to the execution of a definitive merger agreement and to
Cordis' board approval of the definitive agreement which is expected later this
week. The merger will be subject to the approval of Cordis' shareholders.
Cordis has approximately 17.6 million shares outstanding on a fully diluted
basis, giving the merger a total equity value, net of cash, of approximately
$1.8 billion. The amount of Johnson & Johnson stock that would be issued in the
merger for each Cordis share would be the result of dividing $109 by the average
of the closing prices per Johnson & Johnson share for the ten trading days prior
to the closing of the merger.
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Ralph Larsen, Chairman and Chief Executive Officer of Johnson & Johnson
said, "The combination of Cordis and Johnson & Johnson's interventional
cardiology business is an important strategic step for both companies to meet
the challenge of providing for customer needs in the fast changing healthcare
industry. Together, Cordis and Johnson & Johnson Interventional Systems will
create one of the leading worldwide vascular disease management companies,
enhancing value for both companies' shareholders. The merged company will
conduct its business under the name Cordis, a Johnson & Johnson Company, and
will continue to be headquartered in Miami, Florida".
Robert Strauss, Chairman, President and Chief Executive Officer of Cordis
Corporation, said, "We believe that the combination of Johnson & Johnson and
Cordis is in the best interests of our shareholders, employees, and customers.
The combined company will have a product line of exceptional quality and depth
and will serve customers on a world-wide basis. We will have the technical
expertise and resources to lead new and innovative cardiology developments and
provide enhanced value to hospitals, physicians and patients."
Johnson & Johnson said that it has withdrawn its $100 per share cash tender
offer.
Johnson & Johnson also said that it has received a request for additional
information from the Federal Trade Commission relating to whether combining the
neuroscience products business of Cordis with a unit of Johnson & Johnson would
raise concerns under the federal antitrust laws. Cordis' neuroscience products
business has worldwide sales of $17 million, a small proportion of its total
sales of more than $400 million. Johnson & Johnson has already provided
documents to the Commission in response to this request and said that it
believes it will be in compliance with that request shortly. Johnson & Johnson
has also been in discussions with the Commission staff and is optimistic that it
will soon have an agreement which will fully satisfy all antitrust concerns.
Cordis Corporation and its subsidiaries manufacture and market a variety of
medical devices and systems for the cardiology, electrophysiology, radiology,
interventional neuroradiology and neuroscience markets.
Johnson & Johnson, with approximately 82,000 employees, is the world's
largest and most comprehensive manufacturer of health care products serving the
consumer, pharmaceutical, diagnostics and professional markets. Johnson &
Johnson has 160 operating companies in 50 countries around the world, selling
products in more than 175 countries. For the first nine months of 1995, Johnson
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& Johnson reported consolidated sales of $14.0 billion for its worldwide
operations, an increase of 20.2% over worldwide sales of $11.64 billion for the
same period a year ago. Consolidated earnings for the first nine months of 1995
were $1.94 billion, up 19.0%.
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