<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
CORDIS CORPORATION
(Name of Subject Company)
JOHNSON & JOHNSON
JNJ ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
(Title of Class of Securities)
21852510
(CUSIP Number of Class of Securities)
------------------------
JOSEPH S. ORBAN, ESQ.
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(908) 524-2488
(Name, Address and Telephone Number of Persons authorized to
Receive Notices and Communications on Behalf of Bidders)
------------------------
COPY TO:
ROBERT A. KINDLER, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1000
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- ---------------------------------------------------------------------------------------------
$1,757,241,400 $351,448.28
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
* Based on the offer to purchase all outstanding shares of Common Stock of the
Subject Company together with the associated rights at $100 cash per share,
the number of shares of Common Stock reported as outstanding in the Annual
Report on Form 10-K of the Subject Company for the year ended June 30, 1995
(16,393,672), and the number of shares of Common Stock under option reported
in such Form 10-K of the Subject Company (1,178,742).
** 1/50 of 1% of Transaction Valuation.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 1 of 103 Pages
Exhibit Index is located on Page 5.
<PAGE> 2
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Cordis Corporation, a Florida
corporation (the "Company"), and the address of its principal executive offices
is 14201 N.W. 60th Avenue, Miami Lakes, Florida 33014.
(b) The class of securities to which this statement relates is the Common
Stock, par value $1.00 per share (the "Common Stock"), of the Company, including
any associated rights (the "Rights") issued pursuant to the Rights Agreement of
the Company (the Common Stock and Rights are referred to collectively herein as
the "Shares"). The information set forth in the Introductory Section and Section
1 of the Offer to Purchase (the "Offer to Purchase") annexed hereto as Exhibit 1
is incorporated herein by reference.
(c) The information set forth in Section 6 of the Offer to Purchase is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (g) The information set forth in Section 9 of the Offer to
Purchase is incorporated herein by reference. The name, business address,
present principal occupation or employment, the material occupations, positions,
offices or employments for the past five years and citizenship of each director
and executive officer of JNJ Acquisition Corp., a New Jersey corporation (the
"Purchaser"), and Johnson & Johnson, a New Jersey corporation ("J&J"), and the
name, principal business and address of any corporation or other organization in
which such occupations, positions, offices and employments are or were carried
on are set forth in Schedule 1 of the Offer to Purchase and incorporated herein
by reference.
(e)-(f) During the last five years, none of the Purchaser or J&J or, to the
best of the Purchaser's and J&J's knowledge, any of the directors or executive
officers of the Purchaser or J&J has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any such person was or is subject to a judgment, decree of final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such law.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Introduction and Section 11 of the
Offer to Purchase is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) The information set forth in the Introduction and Sections 7 and 12
of the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in Section 11 of the Offer to Purchase is
incorporated herein by reference.
Page 2 of 103 Pages
Exhibit Index on Page 5
<PAGE> 3
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction and Section 11 of the Offer
to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 16 of the Offer to Purchase is
incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 9 of the Offer to Purchase is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) Not applicable.
(b)-(c) The information set forth in Section 15 of the Offer to Purchase is
incorporated herein by reference.
(d) The information set forth in Section 7 of the Offer to Purchase is
incorporated herein by reference.
(e) The information set forth under Section 15 of the Offer to Purchase is
incorporated herein by reference. See Exhibit (g).
(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, to the extent not otherwise incorporated herein by reference, is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated October 19, 1995.
(2) Letter of Transmittal with respect to the Shares and Rights.
(3) Letter, dated October 19, 1995, from J.P. Morgan Securities Inc. to
brokers, dealers, banks, trust companies and nominees.
(4) Letter to be sent by brokers, dealers, banks, trust companies and
nominees to their clients.
(5) Notice of Guaranteed Delivery.
(6) IRS Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(7) Press Release, dated October 19, 1995.
(8) Form of summary advertisement, dated October 20, 1995.
(b) None.
(c) None.
(d) None.
(e) Not applicable.
(f) None.
(g) Complaint in Johnson & Johnson and JNJ Acquisition Corp. v. Cordis
Corporation, filed in the United States District Court for the Southern District
of Florida on October 19, 1995.
Page 3 of 103 Pages
Exhibit Index on Page 5
<PAGE> 4
SIGNATURE
After due 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.
Dated: October 19, 1995
JOHNSON & JOHNSON
By: /s/ JAMES T. LENEHAN
------------------------------------
Name: James T. Lenehan
Title: Member, Executive Committee
JNJ ACQUISITION CORP.
By: /s/ JOSEPH S. ORBAN
------------------------------------
Name: Joseph S. Orban
Title: President
Page 4 of 103 Pages
Exhibit Index on Page 5
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
--------- ------------------------------------------------------------------------ ------------
<C> <C> <S> <C>
(a) (1) Offer to Purchase, dated October 19, 1995. .............................
(2) Letter of Transmittal with respect to the Shares and Rights. ...........
(3) Letter, dated October 19, 1995, from J.P. Morgan Securities Inc. to
brokers, dealers, banks, trust companies and nominees. ...............
(4) Letter to be sent by brokers, dealers, banks, trust companies and
nominees to
their clients. .......................................................
(5) Notice of Guaranteed Delivery. .........................................
(6) IRS Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. .................................................
(7) Press Release, dated October 19, 1995. .................................
(8) Form of summary advertisement, dated October 20, 1995. .................
(b) None. ..................................................................
(c) None. ..................................................................
(d) None. ..................................................................
(e) Not Applicable. ........................................................
(f) None. ..................................................................
(g) Complaint in Johnson & Johnson and JNJ Acquisition Corp. v. Cordis
Corporation filed in the United States District Court for the Southern
District of Florida on October 19, 1995. .............................
</TABLE>
Page 5 of 103 Pages
Exhibit Index on Page 5
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
CORDIS CORPORATION
AT
$100 NET PER SHARE
BY
JNJ ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
JOHNSON & JOHNSON
------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY,
NOVEMBER 16, 1995, UNLESS THE OFFER IS EXTENDED.
------------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
THAT WOULD REPRESENT A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY DILUTED
BASIS ON THE DATE OF PURCHASE, (2) THE COMPANY'S RIGHTS (THE "RIGHTS") HAVING
BEEN REDEEMED BY THE BOARD OF DIRECTORS OF THE COMPANY OR THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE
OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED CASH MERGER (AS DEFINED
HEREIN), (3) THE ACQUISITION OF SHARES PURSUANT TO THE PROPOSED CASH MERGER
HAVING BEEN APPROVED PURSUANT TO SECTION 607.0901 OF THE FLORIDA BUSINESS
CORPORATION ACT ("SECTION 607.0901") OR THE PURCHASER BEING SATISFIED, IN ITS
SOLE DISCRETION, THAT THE PROVISIONS OF SECTION 607.0901 ARE OTHERWISE
INAPPLICABLE TO THE ACQUISITION OF SHARES PURSUANT TO THE PROPOSED CASH MERGER
AND (4) THE ACQUISITION OF SHARES PURSUANT TO THE OFFER HAVING BEEN APPROVED
PURSUANT TO SECTION 607.0902 OF THE FLORIDA BUSINESS CORPORATION ACT ("SECTION
607.0902") OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE
PROVISIONS OF SECTION 607.0902 ARE OTHERWISE INAPPLICABLE TO THE ACQUISITION OF
SHARES PURSUANT TO THE OFFER. SEE THE INTRODUCTION AND SECTIONS 1 AND 14.
------------------------
IMPORTANT
ANY SHAREHOLDER DESIRING TO TENDER ALL OR ANY PORTION OF SUCH SHAREHOLDER'S
SHARES (AND THE ASSOCIATED RIGHTS) SHOULD EITHER (1) COMPLETE AND SIGN THE
LETTER OF TRANSMITTAL OR A FACSIMILE COPY THEREOF IN ACCORDANCE WITH THE
INSTRUCTIONS IN THE LETTER OF TRANSMITTAL, HAVE SUCH SHAREHOLDER'S SIGNATURE
THEREON GUARANTEED IF REQUIRED BY INSTRUCTION 1 TO THE LETTER OF TRANSMITTAL,
MAIL OR DELIVER THE LETTER OF TRANSMITTAL OR SUCH FACSIMILE AND ANY OTHER
REQUIRED DOCUMENTS TO THE DEPOSITARY AND EITHER DELIVER THE CERTIFICATES FOR
SUCH SHARES AND, IF SEPARATE, THE CERTIFICATE(S) REPRESENTING THE ASSOCIATED
RIGHTS TO THE DEPOSITARY ALONG WITH THE LETTER OF TRANSMITTAL OR FACSIMILE OR
DELIVER SUCH SHARES (AND RIGHTS, IF APPLICABLE) PURSUANT TO THE PROCEDURE FOR
BOOK-ENTRY TRANSFER SET FORTH IN SECTION 2 OR (2) REQUEST SUCH SHAREHOLDER'S
BROKER, DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE TRANSACTION
FOR SUCH SHAREHOLDER. A SHAREHOLDER HAVING SHARES AND, IF APPLICABLE, RIGHTS
REGISTERED IN THE NAME OF A BROKER, DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE
MUST CONTACT SUCH BROKER, DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE IF SUCH
SHAREHOLDER DESIRES TO TENDER SUCH SHARES AND, IF APPLICABLE, RIGHTS. UNLESS AND
UNTIL THE PURCHASER DECLARES THAT THE RIGHTS CONDITION (AS DEFINED HEREIN) IS
SATISFIED, SHAREHOLDERS WILL BE REQUIRED TO TENDER ONE RIGHT FOR EACH SHARE
TENDERED IN ORDER TO EFFECT A VALID TENDER OF SUCH SHARE.
A SHAREHOLDER WHO DESIRES TO TENDER SHARES AND RIGHTS AND WHOSE CERTIFICATES
FOR SUCH SHARES (OR RIGHTS, IF APPLICABLE) ARE NOT IMMEDIATELY AVAILABLE OR WHO
CANNOT COMPLY IN A TIMELY MANNER WITH THE PROCEDURE FOR BOOK-ENTRY TRANSFER, OR
WHO CANNOT DELIVER ALL REQUIRED DOCUMENTS TO THE DEPOSITARY PRIOR TO THE
EXPIRATION OF THE OFFER, MAY TENDER SUCH SHARES (AND RIGHTS, IF APPLICABLE) BY
FOLLOWING THE PROCEDURE FOR GUARANTEED DELIVERY SET FORTH IN SECTION 2.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS OFFER
TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY
BE DIRECTED TO THE INFORMATION AGENT OR TO THE DEALER MANAGER AT THEIR
RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THIS
OFFER TO PURCHASE.
------------------------
THE DEALER MANAGER FOR THE OFFER IS:
J.P. MORGAN SECURITIES INC.
OCTOBER 19, 1995
<PAGE> 2
October 19, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<C> <S> <C>
Introduction......................................................................... 2
The Tender Offer..................................................................... 5
1. Terms of the Offer............................................................. 5
2. Procedure for Tendering Shares and Rights...................................... 6
3. Withdrawal Rights.............................................................. 10
4. Acceptance for Payment and Payment............................................. 11
5. Certain Federal Income Tax Consequences........................................ 12
6. Price Range of the Shares; Dividends on the Shares............................. 12
7. Effect of the Offer on the Market for the Shares; Stock Quotation; Exchange Act
Registration; Margin Regulations............................................... 13
8. Certain Information Concerning the Company..................................... 14
9. Certain Information Concerning the Purchaser and J&J........................... 16
10. Source and Amount of Funds..................................................... 16
11. Contacts and Transactions with the Company; Background of the Offer............ 17
12. Purpose of the Offer; Plans for the Company.................................... 19
13. Dividends and Distributions.................................................... 21
14. Certain Conditions of the Offer................................................ 22
15. Certain Legal Matters.......................................................... 24
16. Fees and Expenses.............................................................. 30
17. Miscellaneous.................................................................. 31
Schedule I--Directors and Executive Officers of J&J and the Purchaser................ S-1
</TABLE>
<PAGE> 3
To the Holders of Common Stock (including
the Associated Rights) of Cordis Corporation:
INTRODUCTION
JNJ Acquisition Corp., a New Jersey corporation (the "Purchaser"), which is
a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation
("J&J"), hereby offers to purchase all outstanding shares of Common Stock, par
value $1.00 per share (the "Shares"), of Cordis Corporation, a Florida
corporation (the "Company"), together with (unless and until the Purchaser
declares that the Rights Condition (as defined below) is satisfied) any
associated rights (the "Rights") issued pursuant to the Rights Agreement of the
Company (the "Rights Agreement"), at a price of $100 per Share (and associated
Right), net to the seller in cash, without interest thereon (the "Offer Price"),
upon the terms and subject to the conditions set forth in this Offer to Purchase
and in the related Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). All
references herein to Rights shall include all benefits that may inure to holders
of the Rights pursuant to the Rights Agreement and, unless the context otherwise
requires, all references herein to Shares shall include the associated Rights.
Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer. The
Purchaser will pay all fees and expenses of J.P. Morgan Securities Inc. ("J.P.
Morgan"), which is acting as Dealer Manager (the "Dealer Manager"), First
Chicago Trust Company of New York, which is acting as the Depositary (the
"Depositary"), and Georgeson & Company Inc., which is acting as Information
Agent (the "Information Agent"), incurred in connection with the Offer. See
Section 16.
J&J has advised the Company that J&J is prepared to pay $105 per Share in a
negotiated stock-for-stock merger in which all outstanding Shares would be
exchanged for common stock of J&J (the "Stock Merger"). The amount of common
stock of J&J per Share that would be issued in the Stock Merger would equal the
result obtained by dividing $105 by the average of the closing price per share
of common stock of J&J for the ten trading days immediately preceding
consummation of the Stock Merger. J&J's willingness to effect the Stock Merger
is conditioned on the ability to account for the Stock Merger as a
"pooling-of-interests" in accordance with generally accepted accounting
principles. J&J believes that such accounting treatment would be available based
on information known to it on the date of this Offer. J&J also believes that the
Stock Merger generally would be tax-free to shareholders of the Company. The
Company has thus far been unwilling to discuss such a transaction with
representatives of J&J (see Section 11) and, accordingly, the Purchaser
commenced the Offer. However, J&J intends to continue to seek to effect the
Stock Merger. If a definitive agreement for the Stock Merger is entered into
between the Company and J&J, the Offer would be terminated (see Section 14) and
the proposed Stock Merger would be submitted to the Company's shareholders for
their approval. J&J anticipates that a period of no more than 60 to 90 days from
the signing of a definitive merger agreement with respect to the Stock Merger
would be required for consummation of the Stock Merger. If the Company does not
promptly agree to effect the Stock Merger, the Purchaser intends to solicit
written consents from the Company's shareholders to remove and replace the Board
of Directors of the Company and to take such other actions as are deemed
necessary at the time. Such solicitation, which would facilitate the Stock
Merger, would be made pursuant to separate consent solicitation materials
complying with the requirements of Section 14(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). If such consent solicitation resulted
in the removal and replacement of the Company's Board of Directors, J&J would
seek promptly to effect the Stock Merger and the Offer would be terminated.
It is J&J's desire to effect the Stock Merger because of its favorable
accounting treatment, and J&J intends to pursue such a merger as promptly as
practicable. If J&J is able to effect the Stock Merger the Offer will be
terminated. The purpose of the Offer is to enable J&J, if it is not able to
effect the Stock Merger, to acquire control of, and the entire equity interest
in, the Company. The Offer is intended to facilitate the acquisition of all the
Shares. If the Offer is consummated, then as soon as practicable thereafter, J&J
will seek to consummate a merger between the Company and the Purchaser or
another direct or indirect wholly owned
2
<PAGE> 4
subsidiary of J&J (the "Proposed Cash Merger"). The purpose of the Proposed Cash
Merger is to acquire all Shares not tendered and purchased pursuant to the Offer
or otherwise. Pursuant to the Proposed Cash Merger, each then outstanding Share
(other than Shares owned by the Purchaser or J&J or any of their subsidiaries,
Shares held in the treasury of the Company and Shares owned by shareholders who
perfect any available dissenters' rights under the Florida Business Corporation
Act (the "FBCA")) would be converted into the right to receive an amount in cash
equal to the price per Share paid pursuant to the Offer.
Certain Federal income tax consequences of the sale of Shares pursuant to
the Offer are described in Section 5.
The Offer is subject to the fulfillment of a number of conditions
including, without limitation, the following:
MINIMUM TENDER CONDITION. THE OFFER IS CONDITIONED UPON THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN
SECTION 1) THAT NUMBER OF SHARES (THE "MINIMUM NUMBER OF SHARES") THAT WOULD
REPRESENT A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY DILUTED BASIS ON THE
DATE OF PURCHASE, WITHOUT GIVING EFFECT TO ANY DILUTION THAT MIGHT ARISE FROM
EXERCISE OF THE RIGHTS (THE "MINIMUM TENDER CONDITION"). THE PURCHASER RESERVES
THE RIGHT (SUBJECT TO THE APPLICABLE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION")), WHICH IT PRESENTLY HAS NO INTENTION OF
EXERCISING, TO WAIVE OR REDUCE THE MINIMUM TENDER CONDITION AND TO ELECT TO
PURCHASE, PURSUANT TO THE OFFER, FEWER THAN THE MINIMUM NUMBER OF SHARES. SEE
SECTIONS 1 AND 14.
According to the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995 (the "Company 1995 10-K"), as of August 15, 1995, there were
16,393,672 Shares issued and outstanding. According to the Company 1995 10-K, as
of June 30, 1995, there were 1,178,742 Shares under option. Based on the
foregoing and assuming that no options were granted after June 30, 1995, there
would be 17,572,414 Shares outstanding on a fully diluted basis and the Minimum
Number of Shares would be 8,786,208. However, the actual Minimum Number of
Shares will depend on the facts as they exist on the date of purchase.
RIGHTS CONDITION. THE OFFER IS CONDITIONED UPON THE RIGHTS HAVING BEEN
REDEEMED BY THE BOARD OF DIRECTORS OF THE COMPANY OR THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE
OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED CASH MERGER (THE "RIGHTS
CONDITION").
On October 16, 1995, the Company publicly announced that its Board of
Directors had adopted the Rights Agreement. The announcement stated that, among
other things, Rights under the Rights Agreement will become exercisable if a
person or group in the future becomes the beneficial owner of 15 percent or more
of the Shares after which, subject to certain conditions, the holders of the
Rights, other than the acquiring person, would be entitled to apply the exercise
price to the purchase of stock at one-half of the then current market price.
Until the close of business on the date on which the surrender for transfer
of any certificates for Shares no longer constitutes the surrender for transfer
of the Rights associated with the Shares represented by such certificates (such
date, the "Distribution Date"), the Rights will be evidenced by the certificates
for Shares. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Shares will also
constitute the surrender for transfer of the Rights associated with the Shares
represented by such certificates.
UNLESS THE RIGHTS CONDITION IS SATISFIED, SHAREHOLDERS WILL BE REQUIRED TO
TENDER ONE RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF
SHARES IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 2. UNLESS THE
DISTRIBUTION DATE OCCURS, A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF
THE ASSOCIATED RIGHTS.
3
<PAGE> 5
The Purchaser and J&J believe that under the circumstances of the Offer,
and under applicable law, the Board of Directors of the Company has a fiduciary
obligation to redeem the Rights (or amend the Rights Agreement to make the
Rights inapplicable to the Offer and the Proposed Cash Merger), and the
Purchaser is hereby requesting that the Company's Board of Directors do so.
However, there can be no assurance that the Board of Directors of the Company
will redeem the Rights (or amend the Rights Agreement). The Purchaser and J&J
have commenced litigation against the Company in the United States District
Court for the Southern District of Florida seeking, among other things, an order
compelling the Board of Directors of the Company to redeem the Rights or to
amend the Rights Agreement to make the Rights inapplicable to the Offer and the
Proposed Cash Merger on the grounds that failure to do so would constitute a
breach of fiduciary duty to the Company's shareholders.
Redemption of the Rights (or an amendment of the Rights Agreement that
makes the Rights inapplicable to the Offer and the Proposed Cash Merger) would
satisfy the Rights Condition.
AFFILIATED TRANSACTION CONDITION. THE OFFER IS CONDITIONED UPON THE
ACQUISITION OF SHARES PURSUANT TO THE PROPOSED CASH MERGER HAVING BEEN APPROVED
PURSUANT TO SECTION 607.0901 OF THE FBCA ("SECTION 607.0901") OR THE PURCHASER
BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF SECTION 607.0901
ARE OTHERWISE INAPPLICABLE TO THE ACQUISITION OF SHARES PURSUANT TO THE PROPOSED
CASH MERGER (THE "AFFILIATED TRANSACTION CONDITION"). THE PROVISIONS OF SECTION
607.0901 ARE DESCRIBED MORE FULLY IN SECTION 15.
Section 607.0901 provides, in general, that any Affiliated Transaction (as
defined in Section 15) between a Florida corporation (such as the Company) and
an Interested Shareholder (as defined in Section 15) requires, in addition to
any other vote required by law or the corporation's articles of incorporation,
approval by the holders of at least two-thirds of the voting shares of the
corporation, excluding the shares beneficially owned by the Interested
Shareholder unless (a) the Affiliated Transaction has been approved by a
majority of the Disinterested Directors (as defined in Section 15), (b) the
Interested Shareholder is the beneficial owner of at least 90 percent of the
outstanding voting shares of the corporation (exclusive of certain shares
acquired directly from the corporation) or (c) in the Affiliated Transaction,
the per share consideration to be received by the holders of voting shares of
the corporation is generally at least equal to the highest of (i) the highest
per share price paid by the Interested Shareholder for the corporation's shares
during the two-year period immediately preceding the announcement date of the
Affiliated Transaction or in the transaction in which the Interested Shareholder
became an Interested Shareholder, (ii) the higher of the fair market value of
the corporation's shares on such announcement date or such determination date or
(iii) a price based upon a combination of the foregoing. See Section 15.
The Purchaser and J&J are hereby requesting that the Company's Board of
Directors adopt a resolution approving the Proposed Cash Merger for purposes of
Section 607.0901. However, there can be no assurance that the Board of Directors
of the Company will do so.
The Purchaser and J&J have commenced litigation against the Company in the
United States District Court for the Southern District of Florida seeking, among
other things, an order compelling the Board of Directors of the Company to
approve the Proposed Cash Merger for purposes of Section 607.0901 on the grounds
that failure to do so would constitute a breach of fiduciary duty to the
Company's shareholders.
Approval of the Proposed Cash Merger under Section 607.0901 would satisfy
the Affiliated Transaction Condition.
CONTROL SHARE CONDITION. THE OFFER IS CONDITIONED UPON THE ACQUISITION OF
SHARES PURSUANT TO THE OFFER HAVING BEEN APPROVED PURSUANT TO SECTION 607.0902
OF THE FBCA ("SECTION 607.0902") OR THE PURCHASER BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT THE PROVISIONS OF SECTION 607.0902 ARE OTHERWISE INAPPLICABLE
TO THE ACQUISITION OF SHARES PURSUANT TO THE OFFER (THE "CONTROL SHARE
CONDITION"). THE PROVISIONS OF SECTION 607.0902 ARE DESCRIBED MORE FULLY IN
SECTION 15.
Section 607.0902 provides, in general, that shares of an Issuing Public
Corporation (as defined in Section 15) (such as the Company) acquired in a
Control Share Acquisition (as defined in Section 15) will not have voting rights
unless the Company's Board of Directors approves the acquisition of such shares
or
4
<PAGE> 6
voting rights for such shares are authorized at an annual or special meeting of
shareholders of the Issuing Public Corporation by each class or series entitled
to vote separately on the proposal by a majority of all the votes entitled to be
cast by the class or series, excluding all Interested Shares (as defined in
Section 15). See Section 15.
Unless the Company's Board of Directors approves the acquisition of Shares
pursuant to the Offer for purposes of Section 607.0902 or the Purchaser obtains
approval of voting rights for the Shares from shareholders of the Company at an
annual or special meeting of shareholders, the Shares acquired pursuant to the
Offer would not have voting rights. The Purchaser and J&J are hereby requesting
that the Company's Board of Directors adopt a resolution approving the
acquisition of Shares pursuant to the Offer for purposes of Section 607.0902.
However, there can be no assurance that the Board of Directors of the Company
will do so. The Purchaser and J&J do not intend to seek approval of voting
rights for the Shares from shareholders of the Company pursuant to the
provisions of Section 607.0902.
The Purchaser and J&J have commenced litigation against the Company in the
United States District Court for the Southern District of Florida seeking, among
other things, an order compelling the Board of Directors of the Company to
approve the acquisition of Shares pursuant to the Offer for purposes of Section
607.0902 on the grounds that failure to do so would constitute a breach of
fiduciary duty to the Company's shareholders.
Approval of the acquisition of Shares pursuant to the Offer for purposes of
Section 607.0902 would satisfy the Control Share Condition.
Certain other conditions to the Offer are described in Section 14. The
Purchaser reserves the right (but shall not be obligated) to waive any or all
such conditions. See Sections 1, 8, 14 and 15.
THE TENDER OFFER
1. TERMS OF THE OFFER
Upon the terms and subject to the conditions of the Offer, the Purchaser
will accept for payment and pay for all Shares validly tendered prior to the
Expiration Date and not theretofore withdrawn in accordance with Section 3. The
term "Expiration Date" means 12:00 Midnight, New York City time, on Thursday,
November 16, 1995, unless and until the Purchaser, in its sole discretion, shall
have extended the period of time during which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date at which the
Offer, as so extended by the Purchaser, will expire.
THE OFFER IS CONDITIONED UPON SATISFACTION OF THE MINIMUM TENDER CONDITION,
THE RIGHTS CONDITION, THE AFFILIATED TRANSACTION CONDITION AND THE CONTROL SHARE
CONDITION, THE EXPIRATION OR TERMINATION OF THE WAITING PERIOD IMPOSED BY THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, AND THE
REGULATIONS THEREUNDER (THE "HSR ACT") AND THE SATISFACTION OF THE OTHER
CONDITIONS SET FORTH IN SECTION 14.
Subject to the applicable rules and regulations of the Commission, the
Purchaser reserves the right, in its sole discretion, at any time and from time
to time, and regardless of whether or not any of the events or facts set forth
in Section 14 hereof shall have occurred, to (a) extend the period of time
during which the Offer is open, and thereby delay acceptance for payment of and
the payment for any Shares, by giving oral or written notice of such extension
to the Depositary and (b) amend the Offer in any other respect by giving oral or
written notice of such amendment to the Depositary. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE FOR TENDERED SHARES, WHETHER OR NOT THE
PURCHASER EXERCISES ITS RIGHT TO EXTEND THE OFFER.
If by 12:00 Midnight, New York City time, on Thursday, November 16, 1995
(or any date or time then set as the Expiration Date), any or all of the
conditions to the Offer have not been satisfied or waived, the Purchaser
reserves the right (but shall not be obligated), subject to the applicable rules
and regulations of the Commission, to (a) terminate the Offer and not accept for
payment or pay for any Shares and return all tendered Shares to tendering
shareholders, (b) waive all the unsatisfied conditions and accept for payment
and pay for all Shares validly tendered prior to the Expiration Date and not
theretofore withdrawn, (c) extend the
5
<PAGE> 7
Offer and, subject to the right of shareholders to withdraw Shares until the
Expiration Date, retain the Shares that have been tendered during the period or
periods for which the Offer is extended or (d) amend the Offer.
There can be no assurance that the Purchaser will exercise its right to
extend the Offer. Any extension, amendment or termination will be followed as
promptly as practicable by public announcement. In the case of an extension,
Rule 14e-l(d) under the Exchange Act requires that the announcement be issued no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date in accordance with the public announcement
requirements of Rule 14d-4(c) under the Exchange Act. Subject to applicable law
(including Rules 14d-4(c) and 14d-6(d) under the Exchange Act, which require
that any material change in the information published, sent or given to
shareholders in connection with the Offer be promptly disseminated to
shareholders in a manner reasonably designed to inform shareholders of such
change), and without limiting the manner in which the Purchaser may choose to
make any public announcement, the Purchaser will not have any obligation to
publish, advertise or otherwise communicate any such public announcement other
than by making a release to the Dow Jones News Service. As used in this Offer to
Purchase, "business day" has the meaning set forth in Rule 14d-1 under the
Exchange Act.
If the Purchaser extends the Offer or if the Purchaser is delayed in its
acceptance for payment of or payment (whether before or after its acceptance for
payment of Shares) for Shares or it is unable to pay for Shares pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may retain tendered Shares on behalf of the Purchaser,
and such Shares may not be withdrawn except to the extent tendering shareholders
are entitled to withdrawal rights as described in Section 3. However, the
ability of the Purchaser to delay the payment for Shares that the Purchaser has
accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which
requires that a bidder pay the consideration offered or return the securities
deposited by or on behalf of holders of securities promptly after the
termination or withdrawal of such bidder's offer.
If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Purchaser will disseminate additional tender offer materials and extend the
Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the
Exchange Act. The minimum period during which an offer must remain open
following material changes in the terms of the offer or information concerning
the offer, other than a change in price or a change in the percentage of
securities sought, will depend upon the facts and circumstances then existing,
including the relative materiality of the changed terms or information. With
respect to a change in price or a change in the percentage of securities sought,
a minimum period of 10 business days is generally required to allow for adequate
dissemination to shareholders and investor response.
Requests are being made to the Company pursuant to Rule 14d-5 of the
Exchange Act and Section 607.1602 of the FBCA for the use of the Company's
shareholder lists and security position listings for the purpose of
disseminating the Offer to holders of Shares. This Offer to Purchase, the
related Letter of Transmittal and other relevant materials will be mailed to
record holders of Shares, and will be furnished to brokers, dealers, banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the shareholder lists, or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares, by the Purchaser following receipt
of such lists or listings from the Company, or by the Company if it so elects.
2. PROCEDURE FOR TENDERING SHARES AND RIGHTS
Valid Tender. For a shareholder validly to tender Shares and Rights
pursuant to the Offer, either (a) a properly completed and duly executed Letter
of Transmittal (or facsimile thereof), together with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message (as
defined below), and any other required documents, must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase prior to the Expiration Date and either certificates for tendered
Shares and Rights must be received by the Depositary at one of such addresses or
such Shares and Rights must be delivered pursuant to the procedures for
book-entry transfer set forth below (and a Book-Entry Confirmation
6
<PAGE> 8
(as defined below) received by the Depositary), in each case prior to the
Expiration Date, or (b) the tendering shareholder must comply with the
guaranteed delivery procedures set forth below.
UNLESS THE RIGHTS CONDITION IS SATISFIED, SHAREHOLDERS WILL BE REQUIRED TO
TENDER ONE RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF
SHARES. ACCORDINGLY, SHAREHOLDERS WHO SELL THEIR RIGHTS SEPARATELY FROM THEIR
SHARES AND DO NOT OTHERWISE ACQUIRE RIGHTS MAY NOT BE ABLE TO SATISFY THE
REQUIREMENTS OF THE OFFER FOR A VALID TENDER OF SHARES. UNLESS THE DISTRIBUTION
DATE OCCURS, A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF THE ASSOCIATED
RIGHTS.
If the Distribution Date occurs and separate certificates representing the
Rights are distributed to holders of Shares prior to the time a holder's Shares
are tendered pursuant to the Offer, certificates representing a number of Rights
equal to the number of Shares tendered must be delivered to the Depositary, or,
if available, a Book-Entry Confirmation received by the Depositary with respect
thereto, in order for such Shares to be validly tendered. If the Distribution
Date occurs and separate certificates representing the Rights are not
distributed prior to the time Shares are tendered pursuant to the Offer, Rights
may be tendered prior to a shareholder receiving the certificates for Rights by
use of the guaranteed delivery procedure described below. A tender of Shares
constitutes an agreement by the tendering shareholder to deliver certificates
representing a number of Rights equal to the number of Shares tendered pursuant
to the Offer to the Depositary prior to expiration of the period permitted by
such guaranteed delivery procedures for delivery of certificates for, or a
Book-Entry Confirmation with respect to, Rights (the "Rights Delivery Period").
However, after expiration of the Rights Delivery Period, the Purchaser may elect
to reject as invalid a tender of Shares with respect to which certificates for,
or a Book-Entry Confirmation with respect to, an equal number of Rights have not
been received by the Depositary. Nevertheless, the Purchaser will be entitled to
accept for payment Shares tendered by a shareholder prior to receipt of the
certificates for the Rights required to be tendered with such Shares, or a
Book-Entry Confirmation with respect to such Rights, and either (a) subject to
complying with applicable rules and regulations of the Commission, withhold
payment for such Shares pending receipt of the certificates for, or a Book-Entry
Confirmation with respect to, such Rights or (b) make payment for Shares
accepted for payment pending receipt of the certificates for, or a Book-Entry
Confirmation with respect to, such Rights in reliance upon the agreement of a
tendering shareholder to deliver Rights and such guaranteed delivery procedures.
Any determination by the Purchaser to make payment for Shares in reliance upon
such agreement and such guaranteed delivery procedures or, after expiration of
the Rights Delivery Period, to reject a tender as invalid will be made in the
sole and absolute discretion of the Purchaser.
The Depositary will establish accounts with respect to the Shares at The
Depository Trust Company, the Midwest Securities Trust Company and the
Philadelphia Depository Trust Company (the "Book-Entry Transfer Facilities") for
purposes of the Offer within two business days after the date of this Offer to
Purchase. Any financial institution that is a participant in any of the
Book-Entry Transfer Facilities' systems may make book-entry delivery of Shares
by causing a Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with such Book-Entry Transfer Facility's
procedures for such transfer. However, although delivery of Shares may be
effected through book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message, and any other required documents, must, in any case, be
transmitted to, and received by, the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase prior to the Expiration Date,
or the tendering shareholder must comply with the guaranteed delivery procedures
described below. If the Distribution Date occurs, the Depositary will also make
a request to establish an account with respect to the Rights at each of the
Book-Entry Transfer Facilities, but no assurance can be given that book-entry
delivery of Rights will be available. If book-entry delivery of Rights is
available, the foregoing book-entry transfer procedures will also apply to
Rights. If book-entry delivery of Rights is not available and the Distribution
Date occurs, a tendering shareholder will be required to tender Rights by means
of physical delivery to the Depositary of certificates for Rights (in which
event references in this Offer to Purchase to Book-Entry Confirmations with
respect to Rights will be inapplicable). The confirmation of a book-entry
transfer of Shares or Rights into the Depositary's account at a Book-Entry
Transfer Facility as described above is referred to herein as a "Book-
7
<PAGE> 9
Entry Confirmation". DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgement from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.
THE METHOD OF DELIVERY OF SHARES, RIGHTS, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL
BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal (a) if the Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Section, includes any participant in
any of the Book-Entry Transfer Facilities' systems whose name appears on a
security position listing as the owner of the Shares) of Shares and Rights
tendered therewith and such registered holder has not completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal or (b) if such Shares and Rights are
tendered for the account of a financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a participant
in the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(an "Eligible Institution"). In all other cases, all signatures on the Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instructions 1
and 5 to the Letter of Transmittal. If the certificates for Shares or Rights are
registered in the name of a person other than the signer of the Letter of
Transmittal, or if payment is to be made or certificates for Shares or Rights
not tendered or not accepted for payment are to be returned to a person other
than the registered holder of the certificates surrendered, the tendered
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name or names of the registered holders or
owners appear on the certificates, with the signatures on the certificates or
stock powers guaranteed as aforesaid. See Instructions 1 and 5 to the Letter of
Transmittal.
Guaranteed Delivery. If a shareholder desires to tender Shares and Rights
pursuant to the Offer and such shareholder's certificates for Shares or Rights
are not immediately available (including because certificates for Rights have
not yet been distributed by the Rights Agent) or the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Depositary prior to the Expiration Date, such
shareholder's tender may be effected if all the following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Purchaser, is received
by the Depositary, as provided below, prior to the Expiration Date; and
(iii) the certificates for all tendered Shares and/or Rights, in
proper form for transfer (or a Book-Entry Confirmation with respect to all
such Shares and/or Rights), together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message, and any other required documents are received by the Depositary
within (a) in the case of Shares, three trading days after the date of
execution of such Notice of Guaranteed Delivery or (b) in the case of
Rights, a period ending on the later of (1) three trading days after the
date of execution of such Notice of Guaranteed Delivery or (2) three
business days (as defined above) after the date certificates for Rights are
distributed to shareholders by the Rights Agent. A "trading day" is any day
on which the Nasdaq National Market (the "Nasdaq
8
<PAGE> 10
National Market") operated by the National Association of Securities
Dealers, Inc. (the "NASD") is open for business.
The Notice of Guaranteed Delivery may be delivered by hand to the
Depositary or transmitted by telegram, facsimile transmission or mail to the
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in such Notice of Guaranteed Delivery.
Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of (a) certificates for (or a timely Book-Entry
Confirmation with respect to) such Shares and, if the Distribution Date occurs,
certificates for (or a timely Book-Entry Confirmation, if available, with
respect to) the associated Rights (unless the Purchaser elects to make payment
for such Shares pending receipt of the certificates for, or a Book-Entry
Confirmation with respect to, such Rights as described above), (b) a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message, and (c) any other documents required by the Letter of
Transmittal. Accordingly, tendering shareholders may be paid at different times
depending upon when certificates for Shares (or Rights) or Book-Entry
Confirmations with respect to Shares (or Rights, if available) are actually
received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE
PURCHASE PRICE OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
If the Rights Condition is satisfied, the guaranteed delivery procedures
with respect to certificates for Rights and the requirement for the tender of
Rights will no longer apply.
The valid tender of Shares and, if applicable, Rights pursuant to one of
the procedures described above will constitute a binding agreement between the
tendering shareholder and the Purchaser upon the terms and subject to the
conditions of the Offer.
Appointment. By executing a Letter of Transmittal as set forth above, the
tendering shareholder will irrevocably appoint designees of the Purchaser as
such shareholder's attorneys-in-fact and proxies in the manner set forth in the
Letter of Transmittal, each with full power of substitution, to the full extent
of such shareholder's rights with respect to the Shares and Rights tendered by
such shareholder and accepted for payment by the Purchaser and with respect to
any and all other Shares, Rights or other securities or rights issued or
issuable in respect of such Shares and Rights on or after October 19, 1995. All
such proxies will be considered coupled with an interest in the tendered Shares
and Rights. Such appointment will be effective when, and only to the extent
that, the Purchaser accepts for payment Shares tendered by such shareholder as
provided herein. Upon such appointment, all prior powers of attorney, proxies
and consents given by such shareholder with respect to such Shares (except for
any consents issued under any consent solicitation commenced by the Purchaser),
Rights or other securities or rights will, without further action, be revoked
and no subsequent powers of attorney, proxies, consents or revocations may be
given (and, if given, will not be deemed effective). The designees of the
Purchaser will thereby be empowered to exercise all voting and other rights with
respect to such Shares, Rights and other securities or rights in respect of any
annual, special or adjourned meeting of the Company's shareholders, actions by
written consent in lieu of any such meeting or otherwise, as they in their sole
discretion deem proper. The Purchaser reserves the right to require that, in
order for Shares and Rights to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment of such Shares and Rights, the Purchaser must
be able to exercise full voting, consent and other rights with respect to such
Shares, Rights and other securities or rights, including voting at any meeting
of shareholders.
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of Shares
or Rights will be determined by the Purchaser in its sole discretion, which
determination will be final and binding. The Purchaser reserves the absolute
right to reject any or all tenders determined by it not to be in proper form or
the acceptance for payment of or payment for which may, in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right
to waive any defect or irregularity in the tender of any Shares or Rights of any
particular shareholder whether or not similar defects or irregularities are
waived in the case of other shareholders. No tender of Shares or Rights will be
deemed to have been validly made until all defects or irregularities relating
thereto have been cured or
9
<PAGE> 11
waived. None of the Purchaser, J&J, the Depositary, the Information Agent, the
Dealer Manager or any other person will be under any duty to give notification
of any defects or irregularities in tenders or incur any liability for failure
to give any such notification. The Purchaser's interpretation of the terms and
conditions of the Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding.
Backup Withholding. In order to avoid "backup withholding" of Federal
income tax on payments of cash pursuant to the Offer, a shareholder surrendering
Shares in the Offer must, unless an exemption applies, provide the Depositary
with such shareholder's correct taxpayer identification number ("TIN") on a
Substitute Form W-9 and certify under penalties of perjury that such TIN is
correct and that such shareholder is not subject to backup withholding. If a
shareholder does not provide such shareholder's correct TIN or fails to provide
the certifications described above, the Internal Revenue Service (the "IRS") may
impose a penalty on such shareholder and payment of cash to such shareholder
pursuant to the Offer may be subject to backup withholding of 31%. All
shareholders surrendering Shares pursuant to the Offer should complete and sign
the main signature form and the Substitute Form W-9 included as part of the
Letter of Transmittal to provide the information and certification necessary to
avoid backup withholding (unless an applicable exemption exists and is proved in
a manner satisfactory to the Purchaser and the Depositary). Certain shareholders
(including, among others, all corporations and certain foreign individuals and
entities) are not subject to backup withholding. Noncorporate foreign
shareholders should complete and sign the main signature form and a Form W-8,
Certificate of Foreign Status, a copy of which may be obtained from the
Depositary, in order to avoid backup withholding. See Instruction 9 to the
Letter of Transmittal.
3. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 3, tenders of Shares and
Rights are irrevocable. Shares and Rights tendered pursuant to the Offer may be
withdrawn pursuant to the procedures set forth below at any time prior to the
Expiration Date and, unless theretofore accepted for payment and paid for by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after
December 17, 1995. Shares or Rights may not be withdrawn unless the associated
Rights or Shares, as the case may be, are also withdrawn. A withdrawal of Shares
or Rights will also constitute a withdrawal of the associated Rights or Shares,
as the case may be.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase and
must specify the name of the person having tendered the Shares and Rights to be
withdrawn, the number of Shares and Rights to be withdrawn and the name of the
registered holder of the Shares and Rights to be withdrawn, if different from
the name of the person who tendered the Shares and Rights. If certificates for
Shares or Rights have been delivered or otherwise identified to the Depositary,
then, prior to the physical release of such certificates, the serial numbers
shown on such certificates must be submitted to the Depositary and, unless such
Shares or Rights have been tendered by an Eligible Institution, the signatures
on the notice of withdrawal must be guaranteed by an Eligible Institution.
Withdrawals of tenders of Shares and Rights may not be rescinded, and any Shares
and Rights properly withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer. However, withdrawn Shares and Rights may be retendered by
again following one of the procedures described in Section 2 at any time prior
to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser in its sole
discretion, which determination will be final and binding. None of the
Purchaser, J&J, the Depositary, the Information Agent, the Dealer Manager or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
10
<PAGE> 12
4. ACCEPTANCE FOR PAYMENT AND PAYMENT
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will accept for payment and will pay for all Shares
validly tendered prior to the Expiration Date and not properly withdrawn in
accordance with Section 3 promptly after the Expiration Date. All questions as
to the satisfaction of such terms and conditions will be determined by the
Purchaser in its sole discretion, which determination will be final and binding.
See Sections 1 and 14. The Purchaser expressly reserves the right, in its sole
discretion, to delay acceptance for payment of or payment for Shares in order to
comply in whole or in part with any applicable law, including, without
limitation, the HSR Act. Any such delays will be effected in compliance with
Rule 14e-l(c) under the Exchange Act (relating to a bidder's obligation to pay
for or return tendered securities promptly after the termination or withdrawal
of such bidder's offer).
J&J is filing a Notification and Report Form with respect to the Offer
under the HSR Act. The waiting period under the HSR Act with respect to the
Offer will expire at 11:59 p.m., New York City time, on the fifteenth calendar
day after the date of such filing, unless early termination of the waiting
period is granted. However, the Antitrust Division of the Department of Justice
(the "Antitrust Division") or the Federal Trade Commission (the "FTC") may
extend the waiting period by requesting additional information or documentary
material from J&J. If such a request is made, such waiting period will expire at
11:59 p.m., New York City time, on the 10th day after substantial compliance by
J&J with such request. See Section 15 hereof for additional information
concerning the HSR Act and the applicability of the antitrust laws to the Offer.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates for
(or a timely Book-Entry Confirmation with respect to) such Shares and, if the
Distribution Date occurs, certificates for (or a timely Book-Entry Confirmation,
if available, with respect to) the associated Rights (unless the Purchaser
elects to make payment for such Shares pending receipt of the certificates for,
or a Book-Entry Confirmation with respect to, such Rights as described in
Section 2), (b) a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message, and (c) any other documents
required by the Letter of Transmittal. The per Share consideration paid to any
shareholder pursuant to the Offer will be the highest per Share consideration
paid to any other shareholder pursuant to the Offer.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares properly tendered to the Purchaser
and not withdrawn as, if and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance for payment of such Shares. Payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payment from the Purchaser
and transmitting payment to tendering shareholders. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE
PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH
PAYMENT.
If the Purchaser is delayed in its acceptance for payment of or payment for
Shares or is unable to accept for payment or pay for Shares pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act),
the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered
Shares, and such Shares may not be withdrawn except to the extent tendering
shareholders are entitled to exercise, and duly exercise, withdrawal rights as
described in Section 3.
If any tendered Shares are not purchased pursuant to the Offer for any
reason, certificates for any such Shares and the associated Rights will be
returned, without expense to the tendering shareholder (or, in the case of
Shares or Rights delivered by book-entry transfer of such Shares or Rights into
the Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedure set forth in Section 2, such Shares or Rights will be credited to an
account maintained at the appropriate Book-Entry Transfer Facility), as promptly
as practicable after the expiration or termination of the Offer.
11
<PAGE> 13
The Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to J&J, or to one or more direct or indirect wholly owned
subsidiaries of J&J, the right to purchase Shares tendered pursuant to the
Offer, but any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer and will in no way prejudice the rights of tendering
shareholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The receipt of cash pursuant to the Offer or the Proposed Cash Merger will
be a taxable transaction for Federal income tax purposes under the Internal
Revenue Code of 1986, as amended (the "Code"), and may also be a taxable
transaction under applicable state, local or foreign income or other tax laws.
Generally, for Federal income tax purposes, a tendering shareholder will
recognize gain or loss equal to the difference between the amount of cash
received by the shareholder pursuant to the Offer or the Proposed Cash Merger
and the aggregate tax basis in the Shares (together with the Rights) tendered by
the shareholder and purchased pursuant to the Offer or converted in the Proposed
Cash Merger, as the case may be. Gain or loss will be calculated separately for
each block (i.e., Shares acquired at the same time in a single transaction) of
Shares and Rights tendered and purchased pursuant to the Offer or converted in
the Proposed Cash Merger, as the case may be.
If Shares (and associated Rights) are held by a shareholder as capital
assets, gain or loss recognized by the shareholder will be capital gain or loss,
which will be long-term capital gain or loss if the shareholder's holding period
for the Shares (and associated Rights) exceeds one year. Under present law,
long-term capital gains recognized by an individual shareholder will generally
be taxed at a maximum Federal marginal tax rate of 28%, and long-term capital
gains recognized by a corporate shareholder will be taxed at a maximum Federal
marginal tax rate of 35%. There is currently pending legislation that if adopted
will reduce the maximum Federal marginal tax rate for long-term capital gains to
19.8% for individuals and 28% for corporations.
A shareholder (other than certain exempt shareholders including, among
others, all corporations and certain foreign individuals and entities) that
tenders Shares may be subject to 31% backup withholding unless the shareholder
provides its TIN and certifies that such number is correct or properly certifies
that it is awaiting a TIN, or unless an exemption applies. A shareholder that
does not furnish its TIN may be subject to a penalty imposed by the IRS. See
Section 2 ("Procedure For Tendering Shares and Rights -- Backup Withholding").
If backup withholding applies to a shareholder, the Depositary is required
to withhold 31% from payments to such shareholder. Backup withholding is not an
additional tax. Rather, the amount of the backup withholding can be credited
against the Federal income tax liability of the person subject to the backup
withholding, provided that the required information is given to the IRS. If
backup withholding results in an overpayment of tax, a refund can be obtained by
the shareholder upon filing an appropriate income tax return.
THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE WITH RESPECT TO SHARES (AND
ASSOCIATED RIGHTS) RECEIVED PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS
OR OTHERWISE AS COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES (AND
ASSOCIATED RIGHTS) WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODE, SUCH
AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND
FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES (AND ASSOCIATED
RIGHTS) IN LIGHT OF INDIVIDUAL CIRCUMSTANCES. SHAREHOLDERS ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM
(INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND
OTHER TAX LAWS) OF THE OFFER AND THE PROPOSED CASH MERGER.
6. PRICE RANGE OF THE SHARES; DIVIDENDS ON THE SHARES
The Shares are traded in the over-the-counter market and prices are quoted
on the Nasdaq National Market under the symbol CORD. The following table sets
forth, for each of the periods indicated, the high
12
<PAGE> 14
and low reported sales quotations per Share as reported by the Nasdaq National
Market and the Dow Jones News Retrieval Service.
CORDIS CORPORATION
SALES QUOTATION
<TABLE>
<CAPTION>
FISCAL YEAR (ENDED JUNE 30) HIGH LOW
- ----------------------------------------------------------------------------- ---- ----
<S> <C> <C>
1994
First Quarter.............................................................. $35 1/2 $27 3/4
Second Quarter............................................................. $50 1/2 $31 1/2
Third Quarter.............................................................. $54 1/2 $41 1/4
Fourth Quarter............................................................. $54 1/4 $ 38
1995
First Quarter.............................................................. $57 1/4 $ 36
Second Quarter............................................................. $61 3/4 $51 1/4
Third Quarter.............................................................. $73 3/4 $57 1/2
Fourth Quarter............................................................. $ 80 $60 1/2
1996
First Quarter.............................................................. $85 1/4 $57 5/16
Second Quarter (through October 18, 1995).................................. $ 87 $77 1/4
</TABLE>
On October 18, 1995, the last full trading day before J&J's announcement of
its intention to commence the Offer, the last reported sale quotation of the
Shares on the Nasdaq National Market was $86 per Share. SHAREHOLDERS ARE URGED
TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
According to the Company 1995 10-K, the Company has never paid any
dividends on the Shares.
Upon the occurrence of the Distribution Date, the Rights are to detach, and
may trade separately, from the Shares. See Section 8. IF THE DISTRIBUTION DATE
OCCURS AND THE RIGHTS BEGIN TO TRADE SEPARATELY FROM THE SHARES, SHAREHOLDERS
SHOULD ALSO OBTAIN A CURRENT MARKET QUOTATION FOR THE RIGHTS.
7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK QUOTATION; EXCHANGE
ACT REGISTRATION; MARGIN REGULATIONS
Market for the Shares. The purchase of Shares pursuant to the Offer will
reduce the number of holders of Shares and the number of Shares that might
otherwise trade publicly and could adversely affect the liquidity and market
value of the remaining Shares held by the public.
Stock Quotation. Depending upon the number of Shares purchased pursuant to
the Offer, the Shares may no longer meet the requirements of the NASD for
continued inclusion in the Nasdaq National Market, which require that an issuer
have at least 200,000 publicly held shares, held by at least 400 shareholders or
300 shareholders of round lots, with a market value of at least $1,000,000, and
have net tangible assets of at least $1,000,000, $2,000,000 or $4,000,000,
depending on profitability levels during the issuer's four most recent fiscal
years. If these standards are not met, the Shares might nevertheless continue to
be included in the NASD's Nasdaq Stock Market (the "Nasdaq Stock Market") with
quotations published in the Nasdaq "additional list" or in one of the "local
lists", but if the number of holders of the Shares were to fall below 300, or if
the number of publicly held Shares were to fall below 100,000 or there were not
at least two registered and active market makers for the Shares, the NASD's
rules provide that the Shares would no longer be "qualified" for Nasdaq Stock
Market reporting and the Nasdaq Stock Market would cease to provide any
quotations. Shares held directly or indirectly by directors, officers or
beneficial owners of more than 10% of the Shares are not considered as being
publicly held for this purpose. According to the Company 1995 10-K, as of
13
<PAGE> 15
August 15, 1995, there were 987 holders of record of Shares and there were
16,393,672 Shares outstanding. If, as a result of the purchase of Shares
pursuant to the Offer or otherwise, the Shares no longer meet the requirements
of the NASD for continued inclusion in the Nasdaq National Market or in any
other tier of the Nasdaq Stock Market and the Shares are no longer included in
the Nasdaq National Market or in any other tier of the Nasdaq Stock Market, as
the case may be, the market for Shares could be adversely affected.
In the event that the Shares no longer meet the requirements of the NASD
for continued inclusion in any tier of the Nasdaq Stock Market, it is possible
that the Shares would continue to trade in the over-the-counter market and that
price quotations would be reported by other sources. The extent of the public
market for the Shares and the availability of such quotations would, however,
depend upon the number of holders of Shares remaining at such time, the
interests in maintaining a market in Shares on the part of securities firms, the
possible termination of registration of the Shares under the Exchange Act, as
described below, and other factors.
Exchange Act Registration. The Shares are currently registered under the
Exchange Act. Registration of the Shares under the Exchange Act may be
terminated upon application of the Company to the Commission if the Shares are
neither listed on a national securities exchange nor held by 300 or more holders
of record. Termination of registration of the Shares under the Exchange Act
would substantially reduce the information required to be furnished by the
Company to its shareholders and to the Commission and would make certain
provisions of the Exchange Act no longer applicable to the Company, such as the
short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the
requirement of furnishing a proxy statement pursuant to Section 14(a) of the
Exchange Act in connection with shareholders' meetings and the related
requirement of furnishing an annual report to shareholders and the requirements
of Rule 13e-3 under the Exchange Act with respect to "going private"
transactions. Furthermore, the ability of "affiliates" of the Company and
persons holding "restricted securities" of the Company to dispose of such
securities pursuant to Rule 144 or 144A promulgated under the Securities Act of
1933, as amended, may be impaired or eliminated. The Purchaser may seek to cause
the Company to apply for termination of registration of the Shares under the
Exchange Act as soon after the completion of the Offer as the requirements for
such termination are met.
Based on publicly available information, the Rights may be registered under
the Exchange Act. If the Distribution Date occurs and the Rights separate from
the Shares, the foregoing discussion with respect to the effect of the Offer on
any such Exchange Act registration would apply to the Rights in a similar
manner.
If registration of the Shares is not terminated prior to the Proposed Cash
Merger, then the Shares will be delisted from all stock exchanges and the
registration of the Shares and Rights under the Exchange Act will be terminated
following the consummation of the Proposed Cash Merger.
Margin Regulations. The Shares are currently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), which has the effect, among other things, of allowing
brokers to extend credit on the collateral of the Shares. Depending upon factors
similar to those described above regarding listing and market quotations, it is
possible that, following the Offer, the Shares would no longer constitute
"margin securities" for the purposes of the margin regulations of the Federal
Reserve Board and therefore could no longer be used as collateral for loans made
by brokers.
8. CERTAIN INFORMATION CONCERNING THE COMPANY
The Company is a Florida corporation with its principal offices at 14201
N.W. 60th Avenue, Miami Lakes, Florida 33014. According to the Company 1995
10-K, the Company's principal line of business is the design, manufacture and
sale of medical devices, primarily angiographic catheters, neuroscience devices
and other related medical devices.
Set forth below is certain selected consolidated financial information with
respect to the Company and its subsidiaries excerpted from the information
contained in the Company 1995 10-K. More comprehensive financial information is
included in the Company 1995 10-K and other documents filed by the Company with
the Commission, and the following summary is qualified in its entirety by
reference to the Company 1995 10-K and such other documents and all the
financial information (including any related notes) contained
14
<PAGE> 16
therein. The Company 1995 10-K and such other documents should be available for
inspection and copies thereof should be obtainable in the manner set forth below
under "Available Information".
CORDIS CORPORATION
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
1993 1994 1995
------ ------ ------
<S> <C> <C> <C>
Summary of Earnings Data:
Net sales........................................................ $267.4 $336.6 $443.2
Costs and expenses............................................... 224.7 278.2 363.3
Earnings before taxes............................................ 42.7 58.4 79.9
Net income....................................................... 31.5 47.6(1) 50.2
Net income per share............................................. 1.94 2.88(1) 3.00
Balance Sheet Data:(2)
Total assets..................................................... $210.5 $286.1 $395.0
Long-term liabilities............................................ 8.0 9.1 19.1
Total shareholders' equity....................................... 148.3 202.8 281.8
</TABLE>
- ---------------
(1) After cumulative effect of accounting change of $10.1 million (net of tax).
(2) At period end.
The Rights. Set forth below is a summary description of the publicly
available information concerning the Rights.
On October 16, 1995, the Company publicly announced that its Board of
Directors had adopted the Rights Agreement. The announcement stated that, among
other things, Rights under the Rights Agreement will become exercisable if a
person or group in the future becomes the beneficial owner of 15 percent or more
of the Shares after which, subject to certain conditions, the holders of the
Rights, other than the acquiring person, would be entitled to apply the exercise
price to the purchase of stock at one-half of the then current market price.
Unless and until the Distribution Date occurs, the Rights will be evidenced
by the certificates for Shares.
The Rights Agreement should be available for inspection and copies thereof
should be obtainable upon filing thereof by the Company in the manner set forth
below under "Available Information".
PURSUANT TO THE RIGHTS CONDITION, THE OFFER IS CONDITIONED UPON THE RIGHTS
HAVING BEEN REDEEMED BY THE BOARD OF DIRECTORS OF THE COMPANY OR THE PURCHASER
BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN INVALIDATED
OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED CASH MERGER.
UNLESS THE RIGHTS CONDITION IS SATISFIED, SHAREHOLDERS WILL BE REQUIRED TO
TENDER ONE RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF
SHARES IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 2. UNLESS THE
DISTRIBUTION DATE OCCURS, A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF
THE ASSOCIATED RIGHTS.
The Purchaser and J&J believe that under the circumstances of the Offer,
and under applicable law, the Board of Directors of the Company has a fiduciary
obligation to redeem the Rights (or amend the Rights Agreement to make the
Rights inapplicable to the Offer and the Proposed Cash Merger), and the
Purchaser is hereby requesting that the Company's Board of Directors do so.
However, there can be no assurance that the Board of Directors of the Company
will redeem the Rights (or amend the Rights Agreement). The Purchaser and J&J
have commenced litigation against the Company in the United States District
Court for the Southern District of Florida seeking, among other things, an order
compelling the Board of Directors of the Company to redeem the Rights or to
amend the Rights Agreement to make the Rights inapplicable to the Offer and the
15
<PAGE> 17
Proposed Cash Merger on the grounds that failure to do so would constitute a
breach of fiduciary duty to the Company's shareholders.
Redemption of the Rights (or an amendment of the Rights Agreement that
makes the Rights inapplicable to the Offer and the Proposed Cash Merger) would
satisfy the Rights Condition.
Available Information. The Company is subject to the informational
requirements of the Exchange Act and, in accordance therewith, is required to
file reports relating to its business, financial condition and other matters.
Information as of particular dates concerning the Company's directors and
officers, their remuneration, stock options and other matters, the principal
holders of the Company's securities and any material interest of such persons in
transactions with the Company is required to be disclosed in proxy statements
distributed to the Company's shareholders and filed with the Commission. Such
reports, proxy statements and other information should be available for
inspection at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, DC 20549, and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, NY 10048
and Citicorp Center, 500 West Madison Street (Suite 1400), Chicago, IL 60661.
Copies of such information should be obtainable, by mail, upon payment of the
Commission's customary charges, by writing to the Commission's principal office
at 450 Fifth Street, N.W., Washington, DC 20549. Such material should also be
available for inspection at the offices of Nasdaq Operations, 1735 K Street,
N.W., Washington, DC 20006.
The information concerning the Company contained herein has been taken from
or based upon publicly available documents on file with the Commission and other
publicly available information. Although the Purchaser and J&J do not have any
knowledge that any such information is untrue, neither the Purchaser nor J&J
takes any responsibility for the accuracy or completeness of such information or
for any failure by the Company to disclose events that may have occurred and may
affect the significance or accuracy of any such information.
9. CERTAIN INFORMATION CONCERNING THE PURCHASER AND J&J
The Purchaser, a New Jersey corporation, which is a wholly owned subsidiary
of J&J, was organized to acquire the Company and has not conducted any unrelated
activities since its organization. The principal office of the Purchaser is
located at the principal office of J&J. All outstanding shares of capital stock
of the Purchaser are owned by J&J.
J&J's principal line of business is the manufacture and sale of a broad
range of products in the health care field. J&J is a New Jersey corporation with
its principal office located at One Johnson & Johnson Plaza, New Brunswick, New
Jersey 08933, telephone number (908) 524-0400.
Available Information. J&J is subject to the informational requirements of
the Exchange Act and, in accordance therewith, files reports relating to its
business, financial condition and other matters. Information, as of particular
dates, concerning J&J's directors and officers, their remuneration, stock
options and other matters, the principal holders of J&J's securities and any
material interest of such persons in transactions with J&J is required to be
disclosed in proxy statements distributed to J&J's shareholders and filed with
the Commission. Such reports, proxy statements and other information should be
available for inspection at the Commission and copies thereof should be
obtainable from the Commission in the same manner as is set forth with respect
to the Company in Section 8. Such material should also be available for
inspection at the offices of The New York Stock Exchange, Inc., 20 Broad Street,
New York, NY 10005.
10. SOURCE AND AMOUNT OF FUNDS
The total amount of funds required to purchase pursuant to the Offer the
number of Shares that are outstanding on a fully diluted basis and to pay fees
and expenses related to the Offer are estimated to be approximately $1.8
billion. The Purchaser plans to obtain all funds needed for the Offer through a
capital contribution, which will be made by J&J to the Purchaser at the time
Shares tendered pursuant to the Offer are accepted for payment. J&J plans to use
funds it has available in its cash accounts and pursuant to its
16
<PAGE> 18
current commercial paper program for such capital contribution. Therefore the
Purchaser has not conditioned the Offer on obtaining financing.
11. CONTACTS AND TRANSACTIONS WITH THE COMPANY; BACKGROUND OF THE OFFER
For the past several years, subsidiaries of J&J have been parties to
transactions with the Company and its subsidiaries which have generally involved
purchasing certain of the Company's balloon catheters for resale in stent
delivery systems or stent kits marketed by subsidiaries of J&J in the U.S. and
in Europe.
During several cardiology industry meetings since 1992 executives from
J&J's subsidiary, Johnson & Johnson Interventional Systems Company ("JJIS"), met
with executives from the Company, including the Company's current Chairman,
Robert C. Strauss, to discuss the potential for the Company and JJIS to work
together in various ways, including a joint venture, joint marketing agreement
or supply agreement relating primarily to the use of the Company's balloon
catheters with JJIS's stents. No agreements (apart from the purchases described
above) resulted from these discussions.
In February-March 1994 the President of JJIS and Mr. Strauss had
conversations, along with others in both organizations, concerning the potential
for the companies' working together in a distribution arrangement. No
distribution arrangement was concluded.
On September 6, 1995, Ralph S. Larsen, Chairman of the Board and Chief
Executive Officer of J&J, telephoned Dr. Robert Q. Marston, then Chairman of the
Board of the Company, to advise Dr. Marston of J&J's interest in meeting with
representatives of the Company to discuss a negotiated transaction. Dr. Marston
had previously served for many years on the Board of Directors of J&J. Mr.
Larsen briefly outlined for Dr. Marston the strategic advantages to both the
Company and J&J of a combination. Dr. Marston explained to Mr. Larsen that he
would be stepping down as Chairman of the Board of the Company in October and
that Mr. Strauss, the President and Chief Executive Officer, would be his
successor as Chairman. Dr. Marston told Mr. Larsen that he would get back to him
following consultation with Richard W. Foxen, a Director of the Company. Mr.
Foxen telephoned Mr. Larsen later that day and Mr. Larsen advised him of J&J's
desire to meet with representatives of the Company as soon as possible. Mr.
Larsen described J&J's decentralized operating philosophy and indicated J&J's
intention to leave the Company as an autonomous operating company within J&J's
family of companies. Mr. Foxen agreed that he and Dr. Marston would meet with
Mr. Larsen on September 12 in New York City.
At a meeting on September 12, 1995, Mr. Larsen and Robert N. Wilson, Vice
Chairman of J&J, reviewed with Dr. Marston and Mr. Foxen the reasons that a
combination of J&J and the Company was in the best interests of all parties.
They also expressed J&J's interest in moving forward with a transaction to be
structured as a stock-for-stock tax-free merger to be accounted for as a
pooling-of-interests. Mr. Larsen and Mr. Wilson again emphasized J&J's desire to
keep the Company intact and autonomous in its current location in Florida.
On September 13, 1995, Dr. Marston telephoned Mr. Larsen and informed him
that he had reviewed the prior discussions with other Directors of the Company
as well as with Mr. Strauss. Dr. Marston then requested that Mr. Larsen
telephone Mr. Strauss. Mr. Larsen immediately telephoned Mr. Strauss concerning
the meeting with Dr. Marston and Messrs. Foxen and Wilson. Mr. Larsen outlined
the strategic basis for a business combination and emphasized that he would like
to meet as soon as possible to discuss a negotiated transaction. Mr. Strauss,
after having been initially reluctant to meet before the Company's Annual
Meeting in October, tentatively agreed to a meeting on either September 21 or
22, and said he would call Mr. Larsen on September 15 to confirm the date of the
meeting. On September 15, 1995, Mr. Larsen called Mr. Strauss and they scheduled
the meeting for September 21, 1995. On September 18, 1995, Mr. Larsen telephoned
Dr. Marston to express his concern over Mr. Strauss' apparent reluctance to meet
with J&J.
On September 19, 1995, Mr. Strauss telephoned Mr. Larsen and informed him
that there had been a telephonic meeting of the Board of Directors of the
Company at which it was decided that it would be premature to meet with
representatives of J&J until after the Annual Meeting of shareholders of the
Company, scheduled for October 10, 1995. Mr. Strauss further informed Mr. Larsen
that it had been decided
17
<PAGE> 19
that Mr. Strauss should be the contact for all communications with J&J. Mr.
Larsen inquired as to the reason for the delay and Mr. Strauss responded that
the Board of Directors of the Company wanted time to do an evaluation of the
Company. Mr. Larsen agreed to postpone meeting until after the Company's Annual
Meeting. Later that day, Mr. Larsen telephoned Dr. Marston who declined to
discuss the matter further, other than to confirm that the foregoing was the
Board's position.
On October 11, 1995, Mr. Strauss telephoned Mr. Larsen and stated that the
Board of Directors of the Company had met and had determined that the Company
should remain independent, and that Mr. Strauss should not meet with J&J. Mr.
Larsen inquired as to how this determination could have been made without the
Board being informed of the terms that J&J would propose, the strategic reasons
for a combination and the benefits to the Company's shareholders, employees and
customers. Mr. Strauss responded that he was not authorized to meet, and would
not meet, with Mr. Larsen. Mr. Larsen asked Mr. Strauss to reconsider and again
expressed a desire for a negotiated transaction. There were no further
communications from Mr. Strauss.
On October 12, 1995, J&J purchased 100 Shares at a price per Share of
$81.50. On October 18, 1995, J&J transferred beneficial ownership of 50 Shares
to the Purchaser. J.P. Morgan is the record owner of the Shares beneficially
owned by J&J and the Purchaser.
On October 19, 1995, the following letter was sent to the Company:
Mr. Robert Strauss
Chairman, President and Chief Executive Officer
Cordis Corporation
14201 N.W. 60th Avenue
Miami Lakes, Florida 33014
Dear Bob:
Well over a month ago we advised you of our interest in Cordis Corporation
and our desire to meet to start a process for a negotiated merger transaction.
We have the highest regard for you and your management team, which has built one
of the industry's leading diagnostic and interventional cardiology businesses.
As you know, we view the combination of Johnson & Johnson Interventional Systems
and Cordis as an important strategic step that will benefit everyone. At your
request, we agreed to postpone our meeting until after Cordis' Annual Meeting on
October 10, 1995. After your Annual Meeting you called to advise me that you
would not meet with us.
Given your unwillingness even to meet, and the compelling strategic
importance of this combination, you left us no alternative but to make an offer
directly to your shareholders. Therefore, we are today announcing a tender offer
for all of Cordis' outstanding shares for a price of $100 per share in cash.
However, we are prepared to terminate the cash tender offer and to pay $105 per
share in a negotiated stock-for-stock, tax-free transaction which would be
accounted for as pooling-of-interests.
Our $105 proposal is a premium of approximately 70% over the market price
of the Cordis stock prior to July 18, 1995, the date on which several wire
stories incorrectly reported that there were merger discussions between us. Your
stock traded up more than $10 per share on July 18, 1995 based on those rumors
and has continued to trade based upon takeover speculation. Our $105 proposal
also represents a multiple of 35x Cordis' twelve-month trailing earnings.
We believe that a combination of our two businesses would be beneficial to
our respective shareholders, employees, customers and other constituencies. We
view this combination as an important strategic step for both companies to meet
the challenge of providing for customer needs in the fast-changing healthcare
industry. Cordis and Johnson & Johnson Interventional Systems together will
create one of the leading worldwide vascular disease management companies.
Johnson & Johnson's resources and distribution network will help position the
combined business as a more attractive supplier to hospitals. This will allow us
to provide a comprehensive line of superior products and services to hospitals,
physicians and patients. In light of
18
<PAGE> 20
customer preferences for broadline suppliers, this combination will protect and
enhance both companies' leadership positions while allowing for more powerful
product offerings.
Johnson & Johnson operates on a decentralized basis, giving management of
our various businesses a high degree of operational autonomy. Upon completion of
the transaction, we plan to integrate our existing cardiovascular business into
Cordis under the leadership of Cordis' management team. The combined company
will retain the Cordis name and will continue to be headquartered in Miami,
Florida.
We and our advisors are ready to meet with you and all other members of the
Cordis Board of Directors, management, and advisors to answer any questions you
or they may have. Our objective is to promptly conclude a transaction that is
supported by you and the Cordis Board of Directors.
Sincerely,
Ralph S. Larsen
Also on October 19, 1995, Mr. Larsen telephoned Mr. Strauss to inform him
of the proposal for the Stock Merger and the Offer.
On October 19, 1995, the Purchaser and J&J commenced litigation against the
Company in the United States District Court for the Southern District of Florida
seeking, among other things, an order compelling the Board of Directors of the
Company to redeem the Rights or to make the Rights inapplicable to the Offer and
the Proposed Cash Merger and compelling the Board of Directors of the Company to
approve the Offer and Proposed Cash Merger for purposes of Sections 607.0902 and
607.0901, respectively.
Except as described in this Offer to Purchase (including Schedule I
hereto), none of the Purchaser, J&J or, to the best knowledge of the Purchaser
and J&J, any of the persons listed in Schedule I hereto, or any associate or
majority owned subsidiary of the Purchaser, J&J or any of the persons so listed,
beneficially owns any equity security of the Company, and none of the Purchaser,
J&J or, to the best knowledge of the Purchaser and J&J, any of the other persons
referred to above, or any of the respective directors, executive officers or
subsidiaries of any of the foregoing, has effected any transaction in any equity
security of the Company during the past 60 days. The Purchaser and J&J disclaim
beneficial ownership of any Shares owned by any pension plan of J&J or any
affiliate of J&J (other than the Purchaser).
Except as described in this Offer to Purchase, as of the date hereof (a)
there have not been any contacts, transactions or negotiations between the
Purchaser or J&J, any of their respective subsidiaries or, to the best knowledge
of the Purchaser and J&J, any of the persons listed in Schedule I hereto, on the
one hand, and the Company or any of its directors, officers or affiliates, on
the other hand, that are required to be disclosed pursuant to the rules and
regulations of the Commission and (b) none of the Purchaser, J&J or, to the best
knowledge of the Purchaser and J&J, any of the persons listed in Schedule I
hereto has any contract, arrangement, understanding or relationship with any
person with respect to any securities of the Company.
12. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY
Purpose. The purpose of the Offer and the Proposed Cash Merger is to
enable J&J, if it is not able to effect the Stock Merger, to acquire control of,
and the entire equity interest in, the Company. It is J&J's desire to effect the
Stock Merger because of its favorable accounting treatment, and J&J intends to
pursue such a merger as promptly as practicable. If J&J is able to effect the
Stock Merger the Offer will be terminated. The Offer is intended to facilitate
the acquisition of all the Shares. If the Offer is consummated then, as soon as
practicable thereafter, J&J will seek to consummate the Proposed Cash Merger.
The purpose of the Proposed Cash Merger is to acquire all Shares not tendered
and purchased pursuant to the Offer or otherwise. Pursuant to the Proposed Cash
Merger, each then outstanding Share (other than Shares owned by the Purchaser,
J&J or any of their subsidiaries, Shares held in the treasury of the Company and
Shares owned by shareholders
19
<PAGE> 21
who perfect any available dissenters' rights under the FBCA) would be converted
into the right to receive an amount in cash equal to the price per Share paid by
the Purchaser pursuant to the Offer.
Except in the case of a "short-form" merger as described below, under the
FBCA the approval of the Company's Board of Directors and the affirmative vote
of holders of a majority of the outstanding Shares (including any Shares owned
by the Purchaser) would be required to approve the Proposed Cash Merger. If the
Purchaser acquires through the Offer at least a majority of the outstanding
Shares (which would be the case if the Minimum Tender Condition was satisfied
and the Purchaser were to accept for payment Shares tendered pursuant to the
Offer) and if the Affiliated Transaction Condition and the Control Share
Condition were each satisfied, the Purchaser would have sufficient voting power
to effect the Proposed Cash Merger without the vote of any other shareholder of
the Company. If, following the consummation of the Offer, the current members of
the Board of Directors of the Company have not previously been removed pursuant
to a consent solicitation and do not either resign and cause nominees of the
Purchaser to be elected to fill the resulting vacancies or approve the Proposed
Cash Merger, then the Purchaser intends to act by written consent to remove the
members of the Board of Directors and to cause nominees of the Purchaser to be
elected to fill the resulting vacancies who intend to approve the Proposed Cash
Merger as soon as practicable thereafter, subject to the fiduciary duties they
would have as directors of the Company.
The FBCA also provides that if a parent corporation owns at least 80% of
the outstanding shares of each class of stock of a subsidiary, the parent
company can effect a "short-form" merger with that subsidiary without a
shareholder vote. Accordingly, if, as a result of the Offer, the Purchaser
acquires at least 80% of the outstanding Shares, and if the Affiliated
Transaction Condition and the Control Share Condition were each satisfied, the
Purchaser could, and intends to, effect the Proposed Cash Merger without any
action by any other shareholder of the Company.
J&J has advised the Company that J&J is prepared to pay $105 per Share
pursuant to the Stock Merger. The amount of common stock of J&J per Share that
would be issued in the Stock Merger would equal the result obtained by dividing
$105 by the average of the closing price per share of common stock of J&J for
the ten trading days immediately preceding consummation of the Stock Merger.
J&J's willingness to effect the Stock Merger is conditioned on the ability to
account for the Stock Merger as a "pooling-of-interests" in accordance with
generally accepted accounting principles. J&J believes that such accounting
treatment would be available based on information known to it on the date of
this Offer. J&J also believes that the Stock Merger generally would be tax-free
to shareholders of the Company. The Company has thus far been unwilling to
discuss such a transaction with representatives of J&J (see Section 11) and,
accordingly, the Purchaser commenced the Offer. However, J&J intends to continue
to seek to effect the Stock Merger. If a definitive agreement for the Stock
Merger is entered into between the Company and J&J, the Offer would be
terminated (see Section 14) and the proposed Stock Merger would be submitted to
the Company's shareholders for their approval. J&J anticipates that a period of
no more than 60 to 90 days from the signing of a definitive merger agreement
with respect to the Stock Merger would be required for consummation of the Stock
Merger. If the Company does not promptly agree to effect the Stock Merger, the
Purchaser intends to solicit written consents from the Company's shareholders to
remove and replace the Board of Directors of the Company and to take such other
actions as are deemed necessary at the time. Such solicitation, which would
facilitate the Stock Merger, would be made pursuant to separate consent
solicitation materials complying with the requirements of Section 14(a) of the
Exchange Act. If such consent solicitation resulted in the removal and
replacement of the Company's Board of Directors, J&J would seek promptly to
effect the Stock Merger and the Offer would be terminated.
Plans for the Company. J&J intends to keep the Company's headquarters in
Florida with its current management team. J&J intends to move its JJIS business
to Florida and combine it with the Company's business.
Dissenters' Rights. Pursuant to Section 607.1302 of the FBCA, holders of
Shares do not have dissenters' rights as a result of the Offer. In addition,
unless the Company Common Stock is no longer quoted on the Nasdaq National
Market at the time that the Proposed Cash Merger is consummated, the
shareholders of the Company will not be entitled to dissenters' rights in
connection with the Proposed Cash Merger. If, however,
20
<PAGE> 22
the Company Common Stock is no longer quoted on the Nasdaq National Market at
the time that the Proposed Cash Merger is consummated, holders of Shares at the
effective time of the Proposed Cash Merger will have certain rights pursuant to
the provisions of Section 607.1302 of the FBCA to dissent and demand appraisal
of their Shares. Under Section 607.1320 of the FBCA, shareholders who have
dissenters' rights, if any, and who comply with the applicable statutory
procedures (and who have not otherwise agreed with the corporation as to the
value of their shares) will be entitled to receive a judicial determination of
the fair value of their Shares and to receive payment of such fair value in
cash, together, in the discretion of the court, with a fair rate of interest, as
determined by the court. Any such judicial determination of the fair value of
Shares could be based upon factors other than, or in addition to, the price per
share to be paid in the Proposed Cash Merger or the market value of the Shares.
The value so determined could be more or less than the price per Share to be
paid in the Proposed Cash Merger.
The foregoing summary of Sections 607.1302 and 607.1320 of the FBCA does
not purport to be complete and is qualified in its entirety by reference to such
Sections 607.1302 and 607.1320.
J&J intends to continue to seek to effect the Stock Merger. If a definitive
agreement for the Stock Merger is entered into between the Company and J&J,
shareholders of the Company may or may not have dissenters' rights under the
FBCA in connection with the consummation of the merger contemplated thereby,
depending upon the terms of any such merger.
Going Private Transactions. The Commission has adopted Rule 13e-3 under
the Exchange Act, which is applicable to certain "going private" transactions
and may under certain circumstances be applicable to the Proposed Cash Merger or
any other merger involving the Company. However, Rule 13e-3 would be
inapplicable if (a) the Shares are deregistered under the Exchange Act prior to
the merger or (b) any such merger is consummated within one year after the
purchase of the Shares pursuant to the Offer and such merger provided for
shareholders to receive cash for their Shares in an amount at least equal to the
amount paid per Share in the Offer. If applicable, Rule 13e-3 requires, among
other things, that certain financial information concerning the fairness of the
proposed transaction and the consideration offered to minority shareholders in
such transaction be filed with the Commission and disclosed to shareholders
prior to the consummation of the transaction.
13. DIVIDENDS AND DISTRIBUTIONS
If, on or after October 19, 1995, the Company should (a) split, combine or
otherwise change the Shares or its capitalization, (b) acquire or otherwise
cause a reduction in the number of outstanding Shares or other securities or (c)
issue or sell additional Shares (other than the issuance of Shares under option
prior to October 19, 1995, in accordance with the terms of such options as
publicly disclosed prior to October 19, 1995), shares of any other class of
capital stock, other voting securities or any securities convertible into or
exchangeable for, or rights, warrants or options, conditional or otherwise, to
acquire, any of the foregoing, then, subject to the provisions of Section 14,
the Purchaser, in its sole discretion, may make such adjustments as it deems
appropriate in the Offer Price and other terms of the Offer, including, without
limitation, the number or type of securities offered to be purchased.
If, on or after October 19, 1995, the Company should declare or pay any
cash dividend on the Shares or other distribution on the Shares, or issue with
respect to the Shares any additional Shares, shares of any other class of
capital stock, other voting securities or any securities convertible into, or
rights, warrants or options, conditional or otherwise, to acquire, any of the
foregoing, payable or distributable to shareholders of record on a date prior to
the transfer of the Shares purchased pursuant to the Offer to the Purchaser or
its nominee or transferee on the Company's stock transfer records, then, subject
to the provisions of Section 14, (a) the Offer Price may, in the sole discretion
of the Purchaser, be reduced by the amount of any such cash dividend or cash
distribution and (b) the whole of any such noncash dividend, distribution or
issuance to be received by the tendering shareholders will (i) be received and
held by the tendering shareholders for the account of the Purchaser and will be
required to be promptly remitted and transferred by each tendering shareholder
to the Depositary for the account of the Purchaser, accompanied by appropriate
documentation of transfer, or (ii) at the direction of the Purchaser, be
exercised for the benefit of the Purchaser, in which case the proceeds of
21
<PAGE> 23
such exercise will promptly be remitted to the Purchaser. Pending such
remittance and subject to applicable law, the Purchaser will be entitled to all
rights and privileges as owner of any such noncash dividend, distribution,
issuance or proceeds and may withhold the entire Offer Price or deduct from the
Offer Price the amount or value thereof, as determined by the Purchaser in its
sole discretion.
14. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other term or provision of the Offer, the Purchaser
will not be required to accept for payment or, subject to any applicable rules
and regulations of the Commission, including Rule 14e-l(c) under the Exchange
Act (relating to a bidder's obligation to pay for or return tendered securities
promptly after the termination or withdrawal of such bidder's offer), to pay for
any Shares not theretofore accepted for payment or paid for unless (1) the
Minimum Tender Condition shall have been satisfied, (2) the Rights Condition
shall have been satisfied, (3) the Affiliated Transaction Condition shall have
been satisfied, (4) the Control Share Condition shall have been satisfied and
(5) any waiting period under the HSR Act applicable to the purchase of Shares
pursuant to the Offer shall have expired or been terminated. Furthermore,
notwithstanding any other term or provision of the Offer, the Purchaser will not
be required to accept for payment or, subject as aforesaid, to pay for any
Shares not theretofore accepted for payment or paid for, and may terminate or
amend the Offer if, at any time on or after October 19, 1995, and before the
acceptance of such Shares for payment or the payment therefor, any of the
following events or facts shall have occurred:
(a) there shall be threatened, instituted or pending any action,
proceeding, application or counterclaim by any government or governmental,
regulatory or administrative authority or agency, domestic, foreign or
supranational (each, a "Governmental Entity"), or by any other person,
domestic or foreign, before any court or Governmental Entity, (i)(A)
challenging or seeking to, or which is reasonably likely to, make illegal,
delay or otherwise directly or indirectly restrain or prohibit, or seeking
to, or which is reasonably likely to, impose voting, procedural, price or
other requirements, in addition to those required by Federal securities
laws and the FBCA (each as in effect on the date of this Offer to
Purchase), in connection with, the making of the Offer, the acceptance for
payment of, or payment for, some of or all the Shares by the Purchaser, J&J
or any other affiliate of J&J or the consummation by the Purchaser, J&J or
any other affiliate of J&J of a merger or other similar business
combination with the Company, (B) seeking to obtain material damages or (C)
otherwise directly or indirectly relating to the transactions contemplated
by the Offer or any such merger or business combination, (ii) seeking to
prohibit the ownership or operation by the Purchaser, J&J or any other
affiliate of J&J of all or any portion of the business or assets of the
Company and its subsidiaries or of the Purchaser, J&J or any other
affiliate of J&J or to compel the Purchaser, J&J or any other affiliate of
J&J to dispose of or hold separate all or any portion of the business or
assets of the Company or any of its subsidiaries or of the Purchaser, J&J
or any other affiliate of J&J or seeking to impose any limitation on the
ability of the Purchaser, J&J or any other affiliate of J&J to conduct such
business or own such assets, (iii) seeking to impose or confirm limitations
on the ability of the Purchaser, J&J or any other affiliate of J&J
effectively to exercise full rights of ownership of the Shares, including,
without limitation, the right to vote any Shares acquired or owned by the
Purchaser, J&J or any other affiliate of J&J on all matters properly
presented to the Company's shareholders, (iv) seeking to require
divestiture by the Purchaser, J&J or any other affiliate of J&J of any
Shares, (v) seeking any material diminution in the benefits expected to be
derived by the Purchaser, J&J or any other affiliate of J&J as a result of
the transactions contemplated by the Offer or any merger or other similar
business combination with the Company, (vi) otherwise directly or
indirectly relating to the Offer or which otherwise, in the sole judgment
of the Purchaser, might materially adversely affect the Company or any of
its subsidiaries or the Purchaser, J&J or any other affiliate of J&J or the
value of the Shares or (vii) in the sole judgment of the Purchaser,
materially adversely affecting the business, properties, assets,
liabilities, capitalization, shareholders' equity, condition (financial or
otherwise), operations, licenses or franchises, results of operations or
prospects of the Company or any of its subsidiaries;
(b) there shall be any action taken, or any statute, rule, regulation,
legislation, interpretation, judgment, order or injunction proposed,
enacted, enforced, promulgated, amended, issued or deemed
22
<PAGE> 24
applicable to (i) the Purchaser, J&J or any other affiliate of J&J or the
Company or any of its subsidiaries or (ii) the Offer or any merger or other
similar business combination by the Purchaser, J&J or any other affiliate
of J&J with the Company, by any government, legislative body or court,
domestic, foreign or supranational, or Governmental Entity, other than the
routine application of the waiting period provisions of the HSR Act to the
Offer, that, in the sole judgment of the Purchaser, might, directly or
indirectly, result in any of the consequences referred to in clauses (i)
through (vii) of paragraph (a) above;
(c) any change shall have occurred or been threatened (or any
condition, event or development shall have occurred or been threatened
involving a prospective change) in the business, properties, assets,
liabilities, capitalization, shareholders' equity, condition (financial or
otherwise), operations, licenses or franchises, results of operations or
prospects of the Company or any of its subsidiaries that, in the sole
judgment of the Purchaser, is or may be materially adverse to the Company
or any of its subsidiaries, or the Purchaser shall have become aware of any
facts that, in the sole judgment of the Purchaser, have or may have
material adverse significance with respect to either the value of the
Company or any of its subsidiaries or the value of the Shares to the
Purchaser, J&J or any other affiliate of J&J;
(d) there shall have occurred or been threatened (i) any general
suspension of trading in, or limitation on prices for, securities on any
national securities exchange or in the over-the-counter market in the
United States, (ii) any extraordinary or material adverse change in the
financial markets or major stock exchange indices in the United States or
abroad or in the market price of Shares, (iii) any change in the general
political, market, economic or financial conditions in the United States or
abroad that could, in the sole judgment of the Purchaser, have a material
adverse effect upon the business, properties, assets, liabilities,
capitalization, shareholders' equity, condition (financial or otherwise),
operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries or the trading in, or value of, the
Shares, (iv) any material change in United States currency exchange rates
or any other currency exchange rates or a suspension of, or limitation on,
the markets therefor, (v) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, (vi) any
limitation (whether or not mandatory) by any government, domestic, foreign
or supranational, or Governmental Entity on, or other event that, in the
sole judgment of the Purchaser, might affect, the extension of credit by
banks or other lending institutions, (vii) a commencement of a war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States or (viii) in the case of any of the
foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof;
(e) the Company or any of its subsidiaries shall have (i) split,
combined or otherwise changed, or authorized or proposed a split,
combination or other change of, the Shares or its capitalization, (ii)
acquired or otherwise caused a reduction in the number of, or authorized or
proposed the acquisition or other reduction in the number of, outstanding
Shares or other securities, (iii) issued or sold, or authorized or proposed
the issuance, distribution or sale of, additional Shares (other than the
issuance of Shares under option prior to October 19, 1995, in accordance
with the terms of such options as publicly disclosed prior to October 19,
1995), shares of any other class of capital stock, other voting securities
or any securities convertible into or exchangeable for, or rights, warrants
or options, conditional or otherwise, to acquire, any of the foregoing,
(iv) declared or paid, or proposed to declare or pay, any dividend or other
distribution, whether payable in cash, securities or other property, on or
with respect to any shares of capital stock of the Company, (v) altered or
proposed to alter any material term of any outstanding security (including
the Rights) other than to amend the Rights Agreement to make the Rights
inapplicable to the Offer and the Proposed Cash Merger, (vi) incurred any
debt other than in the ordinary course of business or any debt containing
burdensome covenants, (vii) authorized, recommended, proposed or entered
into an agreement with respect to any merger, consolidation, liquidation,
dissolution, business combination, acquisition of assets, disposition of
assets, release or relinquishment of any material contractual or other
right of the Company or any of its subsidiaries or any comparable event not
in the ordinary course of business, (viii) authorized, recommended,
proposed or entered into, or announced its intention to authorize,
recommend, propose or enter into, any agreement or arrangement with any
person or group that in the sole judgment of the Purchaser could adversely
affect
23
<PAGE> 25
either the value of the Company or any of its subsidiaries or the value of
the Shares to the Purchaser, J&J or any other affiliate of J&J, (ix)
entered into any employment, severance or similar agreement, arrangement or
plan with or for the benefit of any of its employees other than in the
ordinary course of business or entered into or amended any agreements,
arrangements or plans so as to provide for increased or accelerated
benefits to the employees as a result of or in connection with the
transactions contemplated by the Offer or (x) except as may be required by
law, taken any action to terminate or amend any employee benefit plan (as
defined in Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended) of the Company or any of its subsidiaries, or the
Purchaser shall have become aware of any such action that was not disclosed
in publicly available filings prior to October 19, 1995;
(f) a tender or exchange offer for any Shares shall have been made or
publicly proposed to be made by any other person (including the Company or
any of its subsidiaries or affiliates), or it shall have been publicly
disclosed or the Purchaser shall have otherwise learned that (i) any
person, entity (including the Company or any of its subsidiaries) or
"group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall
have acquired or proposed to acquire beneficial ownership of more than 5%
of any class or series of capital stock of the Company (including the
Shares), through the acquisition of stock, the formation of a group or
otherwise, or shall have been granted any right, option or warrant,
conditional or otherwise, to acquire beneficial ownership of more than 5%
of any class or series of capital stock of the Company (including the
Shares), other than acquisitions for bona fide arbitrage purposes only and
other than acquisitions by financial institutions, (ii) any person or group
shall have entered into a definitive agreement or an agreement in principle
or made a proposal with respect to a tender offer or exchange offer or a
merger, share exchange, consolidation or other business combination with or
involving the Company or (iii) any person shall have filed a Notification
and Report Form under the HSR Act (or amended a prior filing to increase
the applicable filing threshold set forth therein) or made a public
announcement reflecting an intent to acquire the Company or any assets or
subsidiaries of the Company; or
(g) any approval, permit, authorization, favorable review or consent
of any Governmental Entity (including those described or referred to in
Section 15) shall not have been obtained on terms satisfactory to Purchaser
in its sole discretion; or
(h) the Purchaser or J&J shall have entered into an agreement with the
Company providing for a business combination with the Company;
which, in the sole judgment of the Purchaser in any such case, and regardless of
the circumstances (including any action or inaction by the Purchaser, J&J or any
other affiliate of J&J) giving rise to any such condition, makes it inadvisable
to proceed with the Offer and/or with such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of the Purchaser and J&J
and may be asserted by the Purchaser regardless of the circumstances giving rise
to any such condition or may be waived by the Purchaser in whole or in part at
any time and from time to time in its sole discretion. The failure by the
Purchaser at any time to exercise any of the foregoing rights will not be deemed
a waiver of any such right, the waiver of any such right with respect to
particular facts and circumstances will not be deemed a waiver with respect to
any other facts and circumstances and each such right will be deemed an ongoing
right that may be asserted at any time and from time to time. Any determination
by the Purchaser concerning the events described in this Section 14 will be
final and binding upon all parties.
15. CERTAIN LEGAL MATTERS
Except as described in this Section 15, based on a review of publicly
available filings made by the Company with the Commission and other publicly
available information concerning the Company, neither the Purchaser nor J&J is
aware of any license or regulatory permit that appears to be material to the
business of the Company and its subsidiaries, taken as a whole, that might be
adversely affected by the Purchaser's acquisition of Shares (and the indirect
acquisition of the stock of the Company's subsidiaries) as contemplated herein
or of any approval or other action by any Governmental Entity that would be
required or desirable for the acquisition or ownership of Shares by the
Purchaser as contemplated herein. Should any such
24
<PAGE> 26
approval or other action be required or desirable, the Purchaser and J&J
currently contemplate that such approval or other action will be sought, except
as described below under "State Takeover Laws". While, except as otherwise
expressly described in this Section 15, the Purchaser does not presently intend
to delay the acceptance for payment of or payment for Shares tendered pursuant
to the Offer pending the outcome of any such matter, there can be no assurance
that any such approval or other action, if needed, would be obtained or would be
obtained without substantial conditions or that failure to obtain any such
approval or other action might not result in consequences adverse to the
Company's business or that certain parts of the Company's business might not
have to be disposed of if such approvals were not obtained or such other actions
were not taken or in order to obtain any such approval or other action. If
certain types of adverse action are taken with respect to the matters discussed
below, the Purchaser could decline to accept for payment or pay for any Shares
tendered. See Section 14 for certain conditions to the Offer.
State Takeover Laws. A number of states throughout the United States have
enacted takeover statutes that purport, in varying degrees, to be applicable to
attempts to acquire securities of corporations that are incorporated or have
assets, shareholders, executive offices or places of business in such states. In
Edgar v. MITE Corp., the Supreme Court of the United States held that the
Illinois Business Takeover Act, which involved state securities laws that made
the takeover of certain corporations more difficult, imposed a substantial
burden on interstate commerce and therefore was unconstitutional. In CTS Corp.
v. Dynamics Corp. of America, however, the Supreme Court of the United States
held that a state may, as a matter of corporate law and, in particular, those
laws concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without prior
approval of the remaining shareholders, provided that such laws were applicable
only under certain conditions.
Except as described herein, the Purchaser has not attempted to comply with
any state takeover statutes in connection with the Offer. The Purchaser reserves
the right to challenge the validity or applicability of any state law allegedly
applicable to the Offer or the Proposed Cash Merger and nothing in this Offer to
Purchase nor any action taken in connection herewith is intended as a waiver of
that right. In the event that any state takeover statute is found applicable to
the Offer or the Proposed Cash Merger, the Purchaser might be unable to accept
for payment or pay for Shares tendered pursuant to the Offer or be delayed in
continuing or consummating the Offer. In such case, the Purchaser may not be
obligated to accept for payment or pay for any Shares tendered. See Section 14.
Section 607.0901 of the FBCA. Section 607.0901, in general, provides that
any "Affiliated Transaction" (defined to include a variety of transactions,
including a merger, as discussed below) between a Florida corporation (such as
the Company) and an "Interested Shareholder" (defined generally as a beneficial
owner of more than 10 percent of the outstanding voting shares of such
corporation) requires, in addition to any other vote required by law or the
corporation's articles of incorporation, approval by the holders of at least
two-thirds of the voting shares of the corporation, excluding the shares
beneficially owned by the Interested Shareholder unless (a) the Affiliated
Transaction has been approved by a majority of the "Disinterested Directors" (as
defined below), (b) the Interested Shareholder is the beneficial owner of at
least 90 percent of the outstanding voting shares of the corporation (exclusive
of shares acquired directly from the corporation in a transaction not approved
by a majority of the Disinterested Directors) or (c) in the Affiliated
Transaction, the per share consideration to be received by the holders of voting
shares of the corporation is generally at least equal to the highest of (i) the
highest per share price paid by the Interested Shareholder for the corporation's
shares during the two-year period immediately preceding the announcement date of
the Affiliated Transaction or in the transaction in which the Interested
Shareholder became an Interested Shareholder, (ii) the higher of the fair market
value of the corporation's shares on such announcement date or such
determination date or (iii) a price based upon a combination of the foregoing.
As used in Section 607.0901, unless otherwise specified in the
corporation's original articles of incorporation, a "Disinterested Director"
means as to any particular Interested Shareholder (1) any member of the board of
directors of the corporation who was a member of the board of directors before
the later of January 1, 1987, or the date on which the Interested Shareholder
became such and (2) any member of the board of directors of the corporation who
was recommended for election by, or was elected to fill a vacancy and received
the affirmative vote of, a majority of the Disinterested Directors then on the
board of directors.
25
<PAGE> 27
Under Section 607.0901, the requirements described above do not apply if,
among other things, (a) the corporation's original articles of incorporation
contain a provision expressly electing not to be governed by Section 607.0901;
(b) the corporation adopted an amendment to its articles of incorporation prior
to January 1, 1989, expressly electing not to be governed by Section 607.0901,
provided that any such amendment would not apply to any Affiliated Transaction
of the corporation with an Interested Shareholder who became such on or prior to
the effective date of such amendment; (c) the corporation adopts an amendment to
its articles of incorporation or by-laws, approved by the affirmative vote of
the holders, other than Interested Shareholders and their affiliates and
associates, of a majority of the outstanding voting shares of the corporation,
excluding the voting shares of Interested Shareholders and their affiliates and
associates, expressly electing not to be governed by Section 607.0901, provided
that such amendment to the articles of incorporation or by-laws would not be
effective until 18 months after such vote and would not apply to any Affiliated
Transaction of the corporation with an Interested Shareholder who became such
prior to the date of such amendment; or (d) a shareholder becomes an Interested
Shareholder "inadvertently" and, as soon as practicable thereafter, divests
itself of a sufficient amount of voting shares of the corporation so that such
shareholder no longer is the beneficial owner, directly or indirectly, of 10% or
more of the outstanding voting shares of the corporation, and which shareholder
would not at any time within the five-year period preceding the first public
announcement with respect to such Affiliated Transaction have been an Interested
Shareholder but for such inadvertent acquisition.
Section 607.0901 provides, except as described above, that the corporation
may not merge or consolidate with an Interested Shareholder or any affiliate or
associate thereof, and also may not engage in certain other transactions with an
Interested Shareholder or any affiliate or associate thereof, including, without
limitation, (a) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) of assets of the
corporation or any subsidiary of the corporation (i) having an aggregate fair
market value equal to 5% or more of the aggregate fair market value of (A) all
the assets of the corporation determined on a consolidated basis or (B) all the
outstanding shares of the corporation or (ii) representing 5% or more of the
earning power or net income, determined on a consolidated basis, of the
corporation; (b) the issuance or transfer by the corporation or by any
subsidiary of the corporation (in one transaction or a series of transactions)
of any shares of the corporation or any subsidiary of the corporation which have
an aggregate fair market value equal to 5% or more of the aggregate fair market
value of all the outstanding shares of the corporation to the Interested
Shareholder or any affiliate or associate of the Interested Shareholder, except
pursuant to a transaction which effects a pro rata distribution to all
shareholders of the corporation; (c) the adoption of any plan or proposal for
the liquidation or dissolution of the corporation proposed by, or pursuant to
any agreement, arrangement, or understanding (whether or not in writing) with,
the Interested Shareholder or any affiliate or associate of the Interested
Shareholder; (d) any reclassification of securities or recapitalization of the
corporation, or any merger or consolidation of the corporation with any
subsidiary of the corporation, or any other transaction (whether or not with or
into or otherwise involving the Interested Shareholder), with the Interested
Shareholder or any affiliate or associate of the Interested Shareholder, which
has the effect, directly or indirectly (in one transaction or a series of
transactions during any 12-month period), of increasing by more than 5% the
percentage of the outstanding voting shares of the corporation or any subsidiary
of the corporation beneficially owned by the Interested Shareholder; or (e) any
receipt by the Interested Shareholder or any affiliate or associate of the
Interested Shareholder of the benefit, directly or indirectly (except
proportionately as a shareholder of such corporation), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantages provided by or through the corporation.
The foregoing summary of Section 607.0901 does not purport to be complete
and is qualified in its entirety by reference to the provisions of Section
607.0901.
The Purchaser and J&J are hereby requesting that the Company's Board of
Directors adopt a resolution approving the Proposed Cash Merger for purposes of
Section 607.0901. However, there can be no assurance that the Board of Directors
of the Company will do so.
PURSUANT TO THE AFFILIATED TRANSACTION CONDITION, THE OFFER IS CONDITIONED
UPON THE ACQUISITION OF SHARES PURSUANT TO THE PROPOSED CASH MERGER HAVING BEEN
APPROVED PURSUANT TO SECTION 607.0901 OR THE
26
<PAGE> 28
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF
SECTION 607.0901 ARE OTHERWISE INAPPLICABLE TO THE ACQUISITION OF SHARES
PURSUANT TO THE PROPOSED CASH MERGER.
The Purchaser and J&J have commenced litigation against the Company in the
United States District Court for the Southern District of Florida seeking, among
other things, an order compelling the Board of Directors of the Company to
approve the Proposed Cash Merger for purposes of Section 607.0901 on the grounds
that failure to do so would constitute a breach of fiduciary duty to the
Company's shareholders.
Approval of the Proposed Cash Merger under Section 607.0901 would satisfy
the Affiliated Transaction Condition.
Section 607.0902 of the FBCA. Section 607.0902 provides, in general, that
shares of an Issuing Public Corporation (as defined below) acquired in a Control
Share Acquisition (as defined below) will not have voting rights unless, among
other exceptions, (1) the Issuing Public Corporation's articles of incorporation
or by-laws provide, before the time of the Control Share Acquisition, that
Section 607.0902 does not apply to Control Share Acquisitions of shares of such
Issuing Public Corporation, (2) the Issuing Public Corporation's board of
directors approved the acquisition of shares prior to the acquisition or (3)
voting rights for such shares are granted by resolution approved at an annual or
special meeting of shareholders of the Issuing Public Corporation by the
affirmative vote of the holders of a majority of all the shares of each class or
series entitled to vote separately on such a proposal, excluding Interested
Shares (as defined below).
As used in Section 607.0902:
"Control Share Acquisition" means, in general, the acquisition (other than
pursuant to a merger agreement to which the Issuing Public Corporation is a
party or pursuant to an acquisition approved by the board of directors of such
Issuing Public Corporation), directly or indirectly, of beneficial ownership of
shares of an Issuing Public Corporation, and all acquisitions of such shares
within 90 days before or after the date of the acquisition of beneficial
ownership of shares that results in a Control Share Acquisition, which (but for
the provisions of the statute) would have voting rights and which, when added to
all other shares of such Issuing Public Corporation beneficially owned by such
person, would entitle such person, upon acquisition of such shares, to vote or
direct the voting of shares of such Issuing Public Corporation having voting
power in the election of directors within any of the following ranges of such
voting power: (i) one-fifth or more but less than one-third of all voting power;
(ii) one-third or more but less than a majority of all voting power; or (iii) a
majority or more of all voting power.
"Interested Shares" means shares of an Issuing Public Corporation that are
beneficially owned by any person who has acquired or proposes to acquire
beneficial ownership of shares of such Issuing Public Corporation in a Control
Share Acquisition, any officer of the Issuing Public Corporation or any employee
of the Issuing Public Corporation who is also a director of such corporation.
"Issuing Public Corporation" means a corporation that has (1) 100 or more
shareholders, (2) its principal place of business, its principal office or
substantial assets within Florida and (3) either more than ten percent of its
shareholders residing within Florida, more than ten percent of its shares owned
by Florida residents, or at least 1000 shareholders resident in Florida.
Any person who proposes to make or has made a Control Share Acquisition may
at the person's election deliver a statement (an "Acquiring Person Statement")
to the Issuing Public Corporation at the Issuing Public Corporation's principal
office. The Acquiring Person Statement must set forth (1) the identity of the
acquiring person and each other member of any group of which the person is a
part for purposes of determining shares acquired in a Control Share Acquisition,
(2) a statement that the Acquiring Person Statement is given pursuant to Section
607.0902, (3) the number of shares of the Issuing Public Corporation owned,
directly or indirectly, by the acquiring person and each other member of the
group and (4) the range of voting power under which the Control Share
Acquisition falls or would, if consummated, fall.
If the Control Share Acquisition has not taken place, the acquiring person
must also set forth (1) a description in reasonable detail of the terms of the
proposed control-share acquisition and (2) representations of the acquiring
person, together with a statement, in reasonable detail of the facts upon which
they are based,
27
<PAGE> 29
that the proposed Control Share Acquisition, if consummated, will not be
contrary to law and that the acquiring person has the financial capacity to make
the proposed Control Share Acquisition.
If the acquiring person so requests at the time of delivery of an Acquiring
Person Statement and gives an undertaking to pay the corporation's expenses of a
special meeting, within ten days thereafter, the board of directors of the
Issuing Public Corporation, or others authorized to call such a meeting under
the Issuing Public Corporation's articles of incorporation or by-laws, shall
call a special meeting of shareholders of the Issuing Public Corporation for the
purpose of considering the voting rights to be accorded to shares acquired or to
be acquired in the Control Share Acquisition. Such special meeting is required
to be called within 10 days after the Issuing Public Corporation receives the
request and must be held at least 30 days after, but not later than 50 days
after, the request has been received. If no request is made, the voting rights
to be accorded the shares acquired in the Control Share Acquisition shall be
presented to the next special or annual meeting of the shareholders.
The foregoing summary of Section 607.0902 does not purport to be complete
and is qualified in its entirety by reference to the provisions of Section
607.0902.
Unless the Company's Board of Directors approves the acquisition of Shares
pursuant to the Offer or the Purchaser obtains approval of voting rights for the
Shares from shareholders of the Company at an annual or special meeting of
shareholders as described above, the Shares acquired pursuant to the Offer would
not have voting rights. The Purchaser and J&J are hereby requesting that the
Company's Board of Directors adopt a resolution approving the acquisition of
Shares pursuant to the Offer for purposes of Section 607.0902. However, there
can be no assurance that the Board of Directors of the Company will do so. The
Purchaser does not presently intend to seek approval of voting rights for the
Shares from shareholders of the Company pursuant to the provisions of Section
607.0902.
PURSUANT TO THE CONTROL SHARE CONDITION, THE OFFER IS CONDITIONED UPON THE
ACQUISITION OF SHARES PURSUANT TO THE OFFER HAVING BEEN APPROVED PURSUANT TO
SECTION 607.0902 OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT
THE PROVISIONS OF SECTION 607.0902 ARE OTHERWISE INAPPLICABLE TO THE ACQUISITION
OF SHARES PURSUANT TO THE OFFER.
The Purchaser and J&J have commenced litigation against the Company in the
United States District Court for the Southern District of Florida seeking, among
other things, an order compelling the Board of Directors of the Company to
approve the acquisition of Shares pursuant to the Offer for purposes of Section
607.0902 on the grounds that failure to do so would constitute a breach of
fiduciary duty to the Company's shareholders.
Approval of the acquisition of Shares pursuant to the Offer for purposes of
Section 607.0902 would satisfy the Control Share Condition.
Antitrust. Under the provisions of the HSR Act applicable to the Offer,
the acquisition of Shares under the Offer may be consummated following the
expiration of a 15-calendar day waiting period following the filing by J&J of a
Notification and Report Form with respect to the Offer, unless J&J receives a
request for additional information or documentary material from the Antitrust
Division or the FTC or unless early termination of the waiting period is
granted. If, within the initial 15-day waiting period, either the Antitrust
Division or the FTC requests additional information or material from J&J
concerning the Offer, the waiting period will be extended and would expire at
11:59 p.m., New York City time, on the tenth calendar day after the date of
substantial compliance by J&J with such request. Only one extension of the
waiting period pursuant to a request for additional information is authorized by
the HSR Act. Thereafter, such waiting period may be extended only by court order
or with the consent of J&J. In practice, complying with a request for additional
information or material can take a significant amount of time.
Investment Canada Act. According to the Company 1995 10-K, the Company may
conduct certain operations in Canada. The Investment Canada Act (the "ICA")
requires that notice of the acquisition of "control" (as defined in the ICA) by
"non-Canadians" (as defined in the ICA) of any "Canadian business" (as defined
in the ICA) be furnished to Investment Canada, a Canadian Governmental Entity.
28
<PAGE> 30
The acquisition of Shares by the Purchaser pursuant to the Offer may
constitute an indirect acquisition of a "Canadian business" within the meaning
of the ICA. The Purchaser intends to file any notice required under the ICA.
Canadian Pre-Merger Notification Requirements. Certain provisions of
Canada's Competition Act require pre-notification to the Director of
Investigation and Research appointed under the Competition Act (the "Canadian
Director") of significant corporate transactions, such as the acquisition of a
large percentage of the stock of a public company that has Canadian operations,
or a merger or consolidation involving such an entity. Pre-notification is
generally required with respect to transactions in which the parties to the
transactions and their affiliates have assets in Canada, or annual gross
revenues from sales in, from or into Canada, in excess of Cdn. $400 million and
which involve the direct or indirect acquisition of an operating business, the
value of the assets of which, or the gross revenues from sales in or from Canada
generated from these assets, exceed Cdn. $35 million per year. For transactions
subject to the notification requirements, notice must be given seven or 21 days
prior to the completion of the transaction depending on the information provided
to the Canadian Director. The Canadian Director may waive the waiting period.
After the applicable waiting period expires or is waived, the transaction may be
completed. If the Canadian Director determines that the proposed transaction
prevents or lessens, or is reasonably likely to prevent or lessen, competition
substantially in a definable market, the Canadian Director may apply to the
Competition Tribunal, a special purpose Canadian tribunal, to, among other
things, require the disposition of the Canadian assets acquired in such
transaction. The Purchaser intends to file any required notice and information
with respect to its proposed acquisition with the Canadian Director and, to the
extent necessary, observe the applicable waiting period and/or apply to the
Canadian Director for an advance ruling certificate to the effect that the Offer
or Proposed Cash Merger would not prevent or lessen, or be likely to prevent or
lessen, competition substantially.
EEA and National Merger Regulation. According to the Company 1995 10-K,
the Company conducts substantial operations in the European Economic Area (the
"EEA"). EU Regulation 4064/89 (the "Merger Regulation") and Article 57 of the
European Economic Area Agreement require that concentrations with a "Community
dimension" be notified in prescribed form to the Commission of the European
Communities (the "European Commission") for review and approval prior to being
put into effect. In such cases, the European Commission will, with certain
exceptions, have exclusive jurisdiction to review the concentration as opposed
to the individual countries within the EEA.
The Offer will be deemed to have a "Community dimension" if the combined
aggregate worldwide annual revenues of both J&J and the Company exceed ECU 5
billion, if the Community-wide annual revenues of each of J&J and the Company
exceed ECU 250 million and if both J&J and the Company do not receive more than
two-thirds of their respective Community-wide revenues from one and the same
country. Concentrations that are found not to be subject to the Merger
Regulation may be subject to the various national merger control regimes of the
countries of the EEA, resulting in the possibility that it may be necessary or
desirable to obtain approvals from the various national authorities.
Based upon information contained in the Company 1995 10-K, the Purchaser
and J&J currently believe that the Offer should not be considered to have a
"Community dimension", as the Community-wide revenues of the Company for the
1995 fiscal year appear not to exceed ECU 250 million. Therefore, the Purchaser
does not currently intend to file a notification with the European Commission,
but does expect to obtain approvals from various national authorities.
EEA countries from which it may be necessary to obtain approvals include:
Austria, Belgium, Germany, Italy and Portugal. In each of these jurisdictions
mandatory notification obligations may apply to the Offer and the Proposed Cash
Merger. In certain other jurisdictions, although filing is not mandatory, the
Purchaser may consider it to be desirable to obtain clearance from the relevant
national authority. The period within which the relevant national authority must
or may reach a preliminary decision on the Offer and Proposed Cash Merger, and
the length of time available to such national authority if it decides to
commence a full investigation of the transaction, varies from jurisdiction to
jurisdiction. In most cases a decision at the preliminary inquiry phase can be
expected within one to two months of notification; where a full inquiry into a
transaction is undertaken, the detailed investigations may take several months.
The Purchaser intends to make
29
<PAGE> 31
all such notifications or filings as soon as possible after the commencement of
the Offer. The relevant national authorities are in many cases empowered to take
a range of actions designed to modify or prevent the implementation of
transactions that do not fulfill the criteria for approval under the relevant
national laws.
After commencement of the Offer, the Purchaser will seek further
information regarding the 1995 Community-wide revenues of the Company. In the
event that the Purchaser concludes that the 1995 Community-wide revenues of the
Company in fact exceeded ECU 250 million and the Offer and the transactions
contemplated thereby are, therefore, deemed to have a "Community dimension", the
Purchaser will file a notification in the prescribed form with the European
Commission in accordance with the Merger Regulation. Transactions subject to the
filing requirements of the Merger Regulation are suspended automatically until
three weeks after receipt of the notification. The European Commission may
extend the suspension period for such period as it finds necessary to make a
final decision on the legality of the transaction. However, in the case of a
public bid the bidder may acquire shares of the target company during the
suspension period (provided that the transaction has been duly notified to the
European Commission), but may not vote such shares until after the end of the
suspension period unless the European Commission grants permission to do so in
order to maintain the full value of the bidder's investment.
If a filing under the Merger Regulation is made, the European Commission
must decide whether to initiate proceedings within one month after the receipt
of the notification, subject to certain extensions for EEA holidays or if an
individual country has requested a referral of the transaction (or part of it).
If proceedings are initiated, the European Commission must reach a decision in
the proceedings within four months of the commencement of the proceedings. If
the European Commission fails to reach a decision within either of these time
periods the transaction will be deemed to be compatible with the common market.
If the European Commission declares the Offer to be incompatible with the common
market, it may prevent the consummation of the transaction, order a divestiture
if the transaction has already been consummated or impose conditions or other
obligations.
There can be no assurance that a challenge to the Offer will not be made
pursuant to the merger control regimes of one or more of the various countries
(or alternatively, if applicable, pursuant to the Merger Regulation) or by legal
action brought by private parties or, if such a challenge is made, what the
outcome will be. See Section 14.
Other Foreign Laws. The Company 1995 10-K indicates that the Company and
certain of its subsidiaries conduct business in other foreign countries outside
Canada and the EEA where regulatory filings or approvals may be required or
desirable in connection with the consummation of the Offer. Certain of such
filings or approvals, if required or desirable, may not be made or obtained
prior to the expiration of the Offer. After commencement of the Offer, the
Purchaser will seek further information regarding the applicability of any such
laws and currently intends to take such action as may be required or desirable.
If any government or governmental authority or agency takes any action prior to
the completion of the Offer that, in the sole judgment of the Purchaser, might
have certain adverse effects, the Purchaser will not be obligated to accept for
payment or pay for any Shares tendered. See Section 14.
16. FEES AND EXPENSES
J.P. Morgan is acting as Dealer Manager in connection with the Offer and is
providing certain financial advisory services to the Purchaser and J&J in
connection with the Offer and the Stock Merger. J.P. Morgan will receive
reasonable and customary compensation for such services. J&J has also agreed to
reimburse J.P. Morgan for its out-of-pocket expenses, including the reasonable
fees and expenses of its counsel and any other advisor retained by J.P. Morgan,
in connection with its engagement and to indemnify J.P. Morgan and certain
related persons against certain liabilities and expenses, including certain
liabilities and expenses under the Federal securities laws.
In the ordinary course of its business, J.P. Morgan engages in securities
trading, market-making and brokerage activities and may, at any time, hold long
or short positions and may trade or otherwise effect transactions in securities
of the Company. As of October 19, 1995, two affiliates of J.P. Morgan, J.P.
Morgan
30
<PAGE> 32
Investment Management and J.P. Morgan Private Banking, respectively held 34,900
Shares and 500 Shares in customer accounts.
The Purchaser and J&J have retained Georgeson & Company Inc. to act as the
Information Agent and First Chicago Trust Company of New York, to serve as the
Depositary in connection with the Offer. The Information Agent and the
Depositary each will receive reasonable and customary compensation for their
services, be reimbursed for certain reasonable out-of-pocket expenses and be
indemnified against certain liabilities and expenses in connection therewith,
including certain liabilities and expenses under the Federal securities laws.
Neither the Purchaser nor J&J will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager and the
Information Agent) in connection with the solicitation of tenders of Shares
pursuant to the Offer. Brokers, dealers, banks and trust companies will be
reimbursed by the Purchaser upon request for customary mailing and handling
expenses incurred by them in forwarding material to their customers.
17. MISCELLANEOUS
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. Neither the Purchaser nor J&J is aware of any jurisdiction in
which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. To the extent the Purchaser or
J&J becomes aware of any state law that would limit the class of offerees in the
Offer, the Purchaser will amend the Offer and, depending on the timing of such
amendment, if any, will extend the Offer to provide adequate dissemination of
such information to holders of Shares prior to the expiration of the Offer. In
any jurisdiction the securities, blue sky or other laws of which require the
Offer to be made by a licensed broker or dealer, the Offer is being made on
behalf of the Purchaser by the Dealer Manager or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
No person has been authorized to give any information or to make any
representation on behalf of the Purchaser or J&J not contained herein or in the
Letter of Transmittal and, if given or made, such information or representation
must not be relied upon as having been authorized.
The Purchaser and J&J have filed with the Commission the Tender Offer
Statement on Schedule 14D-1 pursuant to Rule 14d-3 under the Exchange Act,
together with exhibits, furnishing certain additional information with respect
to the Offer, and may file amendments thereto. Such Schedule 14D-1 and any
amendments thereto, including exhibits, should be available for inspection and
copies should be obtainable in the manner set forth in Section 8 (except that
such material will not be available at the regional offices of the Commission).
JNJ ACQUISITION CORP.
October 19, 1995
31
<PAGE> 33
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
J&J AND THE PURCHASER
1. DIRECTORS AND EXECUTIVE OFFICERS OF J&J. The name, business address,
present principal occupation or employment and five-year employment history of
each of the directors and executive officers of J&J are set forth below. Unless
otherwise indicated, the business address of each such director and each such
executive officer is One Johnson & Johnson Plaza, New Brunswick, New Jersey
08933. Unless otherwise indicated below, each occupation set forth opposite an
individual's name refers to employment with J&J. All directors and executive
officers listed below are citizens of the United States except as follows: Sir
James Black, United Kingdom; Gerard N. Burrow, United States and Canada, Arnold
G. Langbo, United States and Canada; and Christian A. Koffmann, France.
<TABLE>
<CAPTION>
POSITION WITH J&J;
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND BUSINESS ADDRESS 5-YEAR EMPLOYMENT HISTORY
- ----------------------------------- --------------------------------------------------------
<S> <C>
James W. Black, M.D. Director of J&J since 1989; Chairman, Science and
The James Black Foundation Technology Advisory Committee; Consultant. Professor of
68 Half Moon Lane Analytical Pharmacology at the Rayne Institute, King's
Dulwich, London SE249JE College School of Medicine since 1984. Chairman of the
England James Black Foundation.
Gerard N. Burrow, M.D. Director of J&J since 1993; Member, Science and
Yale New Haven School of Technology Advisory Committee and Benefits Committee.
Medicine Dean of the Yale University School of Medicine since
333 Cedar Street 1992. Vice Chancellor for health sciences and Dean of
New Haven, CT 06510 the University of California, San Diego School of
Medicine from 1988 to 1992. Member, the Institute of
Medicine of the National Academy of Sciences and the
Society for Clinical Investigation; and Fellow, the
American Association for the Advancement of Science.
Joan Ganz Cooney Director of J&J since 1978; Member, Compensation
Children's Television Workshop Committee and Benefits Committee. Chairman, Executive
One Lincoln Plaza Committee of Children's Television Workshop since 1990;
New York, NY 10023 Chairman-CEO from 1988 to 1990. Director, The Chase
Manhattan Corporation and The Chase Manhattan Bank,
N.A., Metropolitan Life Insurance Company and Xerox
Corporation; Trustee, the Educational Broadcasting
Corporation (Channel 13/WNET, New York City) and the
National Child Labor Committee.
James G. Cullen Director of J&J since September 1995; Member, Audit
Bell Atlantic Corporation Committee and Compensation Committee. Vice Chairman of
1310 North Court House Road the Board of Bell Atlantic Corporation since January
Arlington, VA 22201 1995. President of Bell Atlantic from February 1993 to
1995. President and Chief Executive Officer, Bell
Atlantic-New Jersey, Inc., 1989-1993. Director, First
Fidelity Bancorporation and Prudential Life Insurance
Company.
</TABLE>
S-1
<PAGE> 34
<TABLE>
<CAPTION>
POSITION WITH J&J;
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND BUSINESS ADDRESS 5-YEAR EMPLOYMENT HISTORY
- ----------------------------------- --------------------------------------------------------
<S> <C>
Philip M. Hawley Director of J&J since 1987; Member, Compensation
Suite 2280 Committee and Benefits Committee. Chairman and Chief
444 South Flower Street Executive Officer of The Broadway Stores, Inc. (formerly
Los Angeles, CA 90071-2900 Carter Hawley Hale Stores, Inc.), from 1983 to December
31, 1992, Chairman until March 1993. Director, American
Telephone and Telegraph Company, Atlantic Richfield
Company, BankAmerica Corporation and Weyerhaeuser
Company. Senior Member, the Conference Board; Member of
The Business Council.
Clark H. Johnson Director; Member, Executive Committee; and Vice
President, Finance of J&J since 1988. Trustee, Fairleigh
Dickinson University; Member, Executive Committee of the
Institute of Management Accountants.
Ann Dibble Jordan Director of J&J since 1981; Member, Audit Committee and
Public Policy Advisory Committee. Consultant and
previously Field Work Assistant Professor, School of
Social Service Administration, University of Chicago
from 1970 to 1987. Director, Automatic Data Processing,
Capital Cities/ABC, Inc., The Hechinger Company, Salant
Corporation and Travelers Inc. Director, The Phillips
Collection, The Child Welfare League and the National
Symphony Orchestra.
Arnold G. Langbo Director of J&J since 1991; Member, Audit Committee and
Kellogg Company Compensation Committee. Chairman of the Board and Chief
One Kellogg Square Executive Officer of Kellogg Company since January of
Battle Creek, MI 49016-3599 1992; President and Chief Operating Officer from
December 1990 to January 1992; President of Kellogg
International from 1986 to December 1990. Director,
Whirlpool Corporation. Member, Advisory Board of J. L.
Kellogg Graduate School of Management at Northwestern
University. Member, Board of Trustees of Albion College.
Ralph S. Larsen Chairman, Board of Directors and Chief Executive
Officer; Chairman, Executive Committee of J&J since
1989. Director, Xerox Corporation and The New York Stock
Exchange. Vice Chairman of The Business Council and
Member of the Policy Committee of The Business
Roundtable. Member of the Board of the U.S. Committee
for UNICEF and the United Ways of Tri-State.
</TABLE>
S-2
<PAGE> 35
<TABLE>
<CAPTION>
POSITION WITH J&J;
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND BUSINESS ADDRESS 5-YEAR EMPLOYMENT HISTORY
- ----------------------------------- --------------------------------------------------------
<S> <C>
John S. Mayo, Ph.D. Director of J&J since 1986; Member, Science and
AT&T Bell Laboratories, Inc. Technology Advisory Committee and Chairman, Public
600 Mountain Avenue Policy Advisory Committee. President Emeritus, AT&T Bell
Murray Hill, NJ 07974 Laboratories since March 1995. President, AT&T Bell
Laboratories from 1991 to March 1995; Executive Vice
President of Network Systems and Network Services from
1989 to 1991; previously served as Director of the Ocean
Systems Laboratory, Executive Director of the Ocean
Systems Division, Executive Director of the Toll
Electronic Switching Division, Vice President of
Electronics Technology. Member, National Academy of
Engineering; Fellow, Institute of Electrical and
Electronic Engineers; Member, Boards of Trustees of
Polytechnic University, the Liberty Science Center
(Chairman), the Kenan Institute for Engineering,
Technology and Science; the Board of Overseers for the
New Jersey Institute of Technology.
Thomas S. Murphy Director of J&J since 1980; Chairman of the Compensation
Capital Cities/ABC, Inc. Committee. Chief Executive Officer of Capital
77 West 66th Street Cities/ABC, Inc. since February 1994 and from 1966 to
New York, NY 10023-6298 June 1990; Chairman of the Board since 1966. Director,
Texaco Inc. Chairman, New York University Medical Center
Board; Member, Board of Overseers of Harvard College.
Paul J. Rizzo Director of J&J since 1982; Chairman, Benefits
Franklin St. Partners Committee; Member, Audit Committee. Partner, Franklin
1506 E. Franklin, Suite 104 St. Partners, a Chapel Hill, North Carolina investment
Chapel Hill, NC 27514 firm, since January 1, 1995. Vice Chairman of
International Business Machines Corporation from 1993
until his retirement in December 1994. Partner in
Franklin St. Partners in 1992. Dean of the Kenan-Flagler
Business School at the University of North Carolina-
Chapel Hill from 1987 to 1992. Director, McGraw-Hill,
Inc., Ryder Systems, Inc. and Morgan Stanley Group.
Member, Board of Governors, University of North
Carolina.
Maxine F. Singer, Ph.D. Director of J&J since 1991; Member, Science and
Carnegie Institution of Technology Advisory Committee and Public Policy Advisory
Washington Committee. President of the Carnegie Institution of
1530 P Street, N.W. Washington since 1988. Member of the National Academy of
Washington, D.C. 20005-1910 Sciences, the American Philosophical Society, the
Pontifical Academy of Sciences and the Governing Board
of the Weizmann Institute of Science.
Roger B. Smith Director of J&J since 1985; Chairman, Audit Committee;
Member, Benefits Committee. Retired as Chairman of
General Motors Corporation in 1990. Member of The
Business Council; Trustee of the Alfred P. Sloan
Foundation. Director, Citicorp/Citibank, N.A.,
International Paper Company and PepsiCo, Inc.
</TABLE>
S-3
<PAGE> 36
<TABLE>
<CAPTION>
POSITION WITH J&J;
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND BUSINESS ADDRESS 5-YEAR EMPLOYMENT HISTORY
- ----------------------------------- --------------------------------------------------------
<S> <C>
Robert N. Wilson Vice Chairman, Board of Directors of J&J since 1989;
Vice Chairman, Executive Committee since 1994; Chairman
of the Pharmaceutical/Diagnostics Sector from 1985 to
1994. Director, U.S. Trust Corporation.
Roger S. Fine Member, Executive Committee and Vice President,
Administration of J&J since 1991. Associate General
Counsel from 1984 to 1991.
George S. Frazza Member, Executive Committee and Vice President and
General Counsel of J&J.
Ronald G. Gelbman Member, Executive Committee and Worldwide Chairman of
Pharmaceuticals and Diagnostic Group of J&J since 1994.
Company Group Chairman of J&J from 1987 to 1994.
Christian A. Koffmann Member, Executive Committee and Worldwide Chairman of
Consumer and Personal Care Group of J&J since April,
1995. Company Group Chairman of J&J from April 1989 to
1995.
James T. Lenehan Member, Executive Committee and Worldwide Chairman of
Consumer Pharmaceuticals and Professional Group of J&J
since 1994. Company Group Chairman of J&J from December
1993 to 1994. President of McNeil Consumer Products
Company business unit of J&J from May 1990 to December
1993.
</TABLE>
2. Directors and Executive Officers of the Purchaser. The name, business
address, present principal occupation or employment and five-year employment
history of each of the directors and executive officers of the Purchaser are set
forth below. The business address of each such director and executive officer is
One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933. Unless otherwise
indicated below, each occupation set forth opposite an individual's name refers
to employment with J&J. All such directors and executive officers listed below
are citizens of the United States.
<TABLE>
<CAPTION>
POSITION WITH THE PURCHASER;
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME 5-YEAR EMPLOYMENT HISTORY
- ----------------------------------- --------------------------------------------------------
<S> <C>
Joseph S. Orban Director and President and Assistant Secretary of the
Purchaser. Associate General Counsel of J&J.
Peter S. Galloway Director and Vice President and Secretary of the
Purchaser. Secretary and Associate General Counsel of
J&J.
James R. Hilton Director and Vice President and Assistant Secretary of
the Purchaser. Assistant General Counsel of J&J.
Frederick A. Reichert Treasurer of the Purchaser. Director, Finance, Mergers
and Acquisitions Analyses of J&J.
O. Nelson Baker Assistant Secretary of the Purchaser. Assistant General
Counsel of J&J.
John T. Crisan Assistant Secretary of the Purchaser. General Attorney
of J&J.
Jayne C. Zall Assistant Secretary of the Purchaser. General Attorney
of J&J.
</TABLE>
S-4
<PAGE> 37
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stockholder of the
Company or such stockholder's broker, dealer, bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C>
By Hand/Overnight Courier: By Mail:
14 Wall Street, 8th Floor P.O. Box 2559
Suite 4680-JNJ Suite 4660-JNJ
New York, New York 10005 Jersey City, New Jersey 07303-2559
</TABLE>
Facsimile Transmission:
(201) 222-4720 or
(201) 222-4721
Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(201) 222-4707
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent or the Dealer Manager at their
respective telephone numbers and locations listed below. You may also contact
your broker, dealer, bank, trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
ALL OTHERS CALL TOLL-FREE: (800) 223-2064
The Dealer Manager for the Offer is:
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260
(800) 370-0638
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
CORDIS CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 19, 1995
BY
JNJ ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
JOHNSON & JOHNSON
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 16, 1995,
UNLESS THE OFFER IS EXTENDED.
FIRST CHICAGO TRUST COMPANY OF NEW YORK, DEPOSITARY:
<TABLE>
<S> <C>
By Hand/Overnight Courier: By Mail:
14 Wall Street, 8th Floor P. O. Box 2559
Suite 4680-JNJ Suite 4660-JNJ
New York, NY 10005 Jersey City, NJ 07303-2559
</TABLE>
Facsimile Transmission:
(201) 222-4720 or
(201) 222-4721
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE
NUMBER, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
<PAGE> 2
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used either if certificates for Shares
and/or Rights (as such terms are defined below) are to be forwarded herewith or,
unless an Agent's Message (as defined in Section 2 of the Offer to Purchase) is
utilized, if delivery of Shares and/or Rights is to be made by book-entry
transfer (in the case of Rights, if available) to an account maintained by the
Depositary at a Book-Entry Transfer Facility as defined in and pursuant to the
procedures set forth in Section 2 of the Offer to Purchase. UNLESS THE RIGHTS
CONDITION (AS DEFINED IN THE OFFER TO PURCHASE) IS SATISFIED, SHAREHOLDERS WILL
BE REQUIRED TO TENDER ONE RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A
VALID TENDER OF SHARES. UNLESS THE DISTRIBUTION DATE (AS DEFINED IN THE OFFER TO
PURCHASE) OCCURS, A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF THE
ASSOCIATED RIGHTS. Shareholders who deliver Shares and/or Rights by book-entry
transfer are referred to herein as "Book-Entry Shareholders" and other
shareholders are referred to herein as "Certificate Shareholders". Shareholders
whose certificates for Shares and/or Rights are not immediately available or who
cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in Section 2 of the Offer to Purchase) with respect to, their Shares
and/or Rights and all other documents required hereby to the Depositary prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) must
tender their Shares and/or Rights in accordance with the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
/ / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS
IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES AND/OR RIGHTS BY
BOOK-ENTRY TRANSFER):
Name of Tendering Institution_________________________________________
Check box of Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number________________________________________________________
Transaction Code Number_______________________________________________
/ / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s)________________________________________
Date of Execution of Notice of Guaranteed Delivery____________________
Name of Institution that Guaranteed Delivery__________________________
If delivered by book-entry transfer check box:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number________________________________________________________
Transaction Code Number_______________________________________________
<PAGE> 3
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
TOTAL SHARES
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares described
above are being tendered. See Instruction 4.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF RIGHTS TENDERED(1)
- ------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) RIGHTS TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL NUMBER
OF RIGHTS NUMBER
CERTIFICATE REPRESENTED BY OF RIGHTS
NUMBER(S)(2)(3) CERTIFICATE(S)(3) TENDERED(4)
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
TOTAL RIGHTS
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Need not be completed if the Distribution Date has not occurred.
(2) If the tendered Rights are represented by separate certificates, complete
using the certificate numbers of such certificates for Rights. If the
tendered Rights are not represented by separate certificates, or if such
certificates have not been distributed, complete using the certificate
numbers of the Shares with respect to which the Rights were issued.
Shareholders tendering Rights that are not represented by separate
certificates should retain a copy of this description in order to
accurately complete the Notice of Guaranteed Delivery if the Distribution
Date occurs.
(3) Need not be completed by Book-Entry Shareholders who are delivering Rights
by book-entry transfer.
(4) Unless otherwise indicated, it will be assumed that all Rights described
above are being tendered. See Instruction 4.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to JNJ Acquisition Corp., a New Jersey
corporation (the "Purchaser"), which is a wholly owned subsidiary of Johnson &
Johnson, a New Jersey corporation, the above-described shares of Common Stock,
par value $1.00 per share (the "Shares"), of Cordis Corporation, a Florida
corporation (the "Company"), together with an equal number of any associated
rights (the "Rights") issued pursuant to the Rights Agreement of the Company
(the "Rights Agreement"), upon the terms and subject to the conditions set forth
in the Purchaser's Offer to Purchase dated October 19, 1995, and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto or hereto, collectively constitute the "Offer"), receipt of which is
hereby acknowledged.
Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Shares and Rights tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Purchaser all right, title and
interest in and to all the Shares and Rights that are being tendered hereby (and
any and all other Shares, Rights or other securities or rights issued or
issuable in respect thereof on or after October 19, 1995), and irrevocably
constitutes and appoints First Chicago Trust Company of New York (the
"Depositary"), the true and lawful agent and attorney-in-fact of the
undersigned, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to the full extent
of the undersigned's rights with respect to such Shares and Rights (and any such
other Shares, Rights or securities or rights), to (a) deliver certificates for
such Shares and Rights (and any such other Shares, Rights or securities or
rights) or transfer ownership of such Shares and Rights (and any such other
Shares, Rights or securities or rights) on the account books maintained by a
Book-Entry Transfer Facility together, in any such case, with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Purchaser,
(b) present such Shares and Rights (and any such other Shares, Rights or
securities or rights) for transfer on the Company's books and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and Rights (and any such other Shares, Rights or securities or rights),
all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered
Shares and Rights (and any and all other Shares, Rights or other securities or
rights issued or issuable in respect of such Shares or Rights on or after
October 19, 1995) and, when the same are accepted for payment by the Purchaser,
the Purchaser will acquire good title thereto, free and clear of all liens,
restrictions, claims and encumbrances, and the same will not be subject to any
adverse claim. The undersigned will, upon request, execute any additional
documents deemed by the Depositary or the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the tendered Shares and Rights
(and any and all other Shares, Rights or other securities or rights issued or
issuable in respect thereof on or after October 19, 1995).
<PAGE> 5
THE UNDERSIGNED UNDERSTANDS THAT, UNLESS THE RIGHTS CONDITION IS SATISFIED,
SHAREHOLDERS WILL BE REQUIRED TO TENDER ONE RIGHT FOR EACH SHARE TENDERED IN
ORDER TO EFFECT A VALID TENDER OF SHARES IN ACCORDANCE WITH THE PROCEDURES SET
FORTH IN SECTION 2 OF THE OFFER TO PURCHASE. If the Distribution Date occurs and
separate certificates representing the Rights are distributed to holders of
Shares prior to the time Shares are tendered herewith, certificates representing
a number of Rights equal to the number of Shares being tendered herewith must be
delivered to the Depositary or, if available, a Book-Entry Confirmation must be
received by the Depositary with respect thereto, in order for such Shares
tendered herewith to be validly tendered. If the Distribution Date occurs and
separate certificates representing the Rights are not distributed prior to the
time Shares are tendered herewith, Rights may be tendered prior to a shareholder
receiving separate certificates for Rights by use of the guaranteed delivery
procedures described in Section 2 of the Offer to Purchase. A tender of Shares
constitutes an agreement by the tendering shareholder to deliver certificates
representing a number of Rights equal to the number of Shares tendered pursuant
to the Offer to the Depositary prior to expiration of the period permitted by
such guaranteed delivery procedures for delivery of certificates for, or a
Book-Entry Confirmation with respect to, Rights (the "Rights Delivery Period").
However, after expiration of the Rights Delivery Period, the Purchaser may elect
to reject as invalid a tender of Shares with respect to which certificates for,
or a Book-Entry Confirmation with respect to, an equal number of Rights has not
been received by the Depositary. Nevertheless, the Purchaser will be entitled to
accept for payment Shares tendered by the undersigned prior to the receipt of
the certificates for the Rights required to be tendered with such Shares, or a
Book-Entry Confirmation with respect to such Rights, and either (a), subject to
complying with the applicable rules and regulations of the Securities and
Exchange Commission, withhold payment for such Shares pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights or
(b) make payment for Shares accepted for payment pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights in
reliance upon the agreement of a tendering shareholder to deliver Rights and
such guaranteed delivery procedures. Any determination by the Purchaser to make
payment for Shares in reliance upon such agreement and such guaranteed delivery
procedures or, after the expiration of the Rights Delivery Period, to reject a
tender as invalid will be made in the sole and absolute discretion of the
Purchaser.
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned hereby irrevocably appoints Joseph S. Orban, Peter S.
Galloway and James R. Hilton, and each of them, and any other designees of the
Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full
power of substitution, to vote at any annual, special or adjourned meeting of
the Company's shareholders or otherwise in such manner as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, to execute any written consent concerning any matter as
each such attorney-in-fact and proxy or his substitute shall in his sole
discretion deem proper with respect to, and to otherwise act as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, the Shares and Rights tendered hereby that have been
accepted for payment by the Purchaser prior to the time any such action is taken
and with respect to which the undersigned is entitled to vote (and any and all
other Shares, Rights or other securities or rights issued or issuable in respect
of such Shares and Rights on or after October 19, 1995). This appointment is
effective when, and only to the extent that, the Purchaser accepts for payment
such Shares as provided in the Offer to Purchase. This power of attorney and
proxy are irrevocable and are granted in consideration of the acceptance for
payment of such Shares and Rights in accordance with the terms of the Offer.
Upon such acceptance for payment, all prior powers of attorney, proxies and
consents given by the undersigned with respect to such Shares (except for any
consents issued under any consent solicitation commenced by the Purchaser).
Rights or other securities or rights will, without further action, be revoked
and no subsequent powers of attorney, proxies, consents or revocations may be
given (and, if given, will not be deemed effective) by the undersigned.
<PAGE> 6
The undersigned understands that the valid tender of Shares and, if
applicable, Rights pursuant to any of the procedures described in Section 2 of
the Offer to Purchase, and in the Instructions hereto will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions of the Offer. Without limiting the foregoing, if the price to
be paid in the Offer is amended in accordance with the Offer, the price to be
paid to the undersigned will be the amended price notwithstanding the fact that
a different price is stated in this Letter of Transmittal.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any certificates for
Shares or Rights not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered" and
"Description of Rights Tendered", respectively. Similarly, unless otherwise
indicated under "Special Delivery Instructions", please mail the check for the
purchase price and/or return any certificates for Shares or Rights not tendered
or accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Tendered" and "Description of Rights Tendered", respectively. In the event that
both the Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check for the purchase price and/or return any
certificates for Shares or Rights not tendered or accepted for payment (and any
accompanying documents, as appropriate) in the name of, and deliver such check
and/or return such certificates (and any accompanying documents, as appropriate)
to, the person or persons so indicated. Unless otherwise indicated herein under
"Special Payment Instructions", please credit any Shares and Rights tendered
herewith by book-entry transfer that are not accepted for payment by crediting
the account at the Book-Entry Transfer Facility (as defined herein) designated
above. The undersigned recognizes that the Purchaser has no obligation pursuant
to the Special Payment Instructions to transfer any Shares or Rights from the
name of the registered holder thereof if the Purchaser does not accept for
payment any of the Shares or Rights, respectively, so tendered.
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11.
Number of Shares represented by the lost or destroyed certificates: __________
<PAGE> 7
- --------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares or Rights not
tendered or not accepted for payment and/or the check for the purchase
price of Shares or Rights accepted for payment are to be issued in the
name of someone other than the undersigned.
Issue: / / Check / / Certificate(s) to:
Name
-----------------------------------------------------------------------
(PLEASE PRINT)
Address
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
-----------------------------------------------------------------------
(EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 7)
To be completed ONLY if certificates for Shares or Rights not
tendered or not accepted for payment and/or the check for the purchase
price of Shares or Rights accepted for payment are to be sent to someone
other than the undersigned, or to the undersigned at an address other than
that above.
Mail: / / Check / / Certificate(s) to:
Name
-----------------------------------------------------------------------
(PLEASE PRINT)
Address
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
-----------------------------------------------------------------------
<PAGE> 8
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF SHAREHOLDER(S))
Dated:
- ---------------, 1995
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares or Rights or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
Dated:
- ------------------------, 1995
Name(s)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.
- --------------------------------------------------------------------------------
Employer Identification or
Social Security Number
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------------------------------------, 1995
<PAGE> 9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in any of the Book-Entry Transfer Facilities' systems whose name
appears on a security position listing as the owner of the Shares) of Shares and
Rights tendered herewith, unless such registered holder(s) has completed either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (b) if such Shares and
Rights are tendered for the account of a financial institution (including most
commercial banks, savings and loan associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by shareholders either if certificates are to be forwarded herewith or, unless
an Agent's Message (as defined below) is utilized, if delivery of Shares and/or
Rights is to be made pursuant to the procedures for book-entry transfer set
forth in Section 2 of the Offer to Purchase. For a shareholder validly to tender
Shares and Rights pursuant to the Offer, either (a) a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message, and any other required documents, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
and either certificates for tendered Shares and Rights must be received by the
Depositary at one of such addresses or Shares and Rights must be delivered
pursuant to the procedures for book-entry transfer set forth herein (and a
Book-Entry Confirmation received by the Depositary), in each case prior to the
Expiration Date, or (b) the tendering shareholder must comply with the
guaranteed delivery procedures set forth below and in Section 2 of the Offer to
Purchase.
UNLESS THE RIGHTS CONDITION IS SATISFIED, SHAREHOLDERS WILL BE REQUIRED TO
TENDER ONE RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF
SHARES. Unless the Distribution Date occurs, a tender of Shares will also
constitute a tender of the associated Rights. If the Distribution Date occurs
and separate certificates representing the Rights are distributed prior to the
time Shares are tendered herewith, certificates representing a number of Rights
equal to the number of Shares being tendered herewith must be delivered to the
Depositary or, if available, a Book-Entry Confirmation must be received by the
Depositary with respect thereto, in order for such Shares tendered herewith to
be validly tendered. If the Distribution Date occurs and separate certificates
representing the Rights are not distributed prior to the time Shares are
tendered herewith, Rights may be tendered prior to a shareholder receiving
separate certificates for Rights by use of the guaranteed delivery procedures
described below.
<PAGE> 10
Shareholders whose certificates for Shares or Rights are not immediately
available (including because certificates for Rights have not yet been
distributed following the occurrence of a Distribution Date) or who cannot
deliver their certificates and all other required documents to the Depositary or
complete the procedures for book-entry transfer prior to the Expiration Date may
tender their Shares and Rights by properly completing and duly executing the
Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set
forth in Section 2 of the Offer to Purchase. Pursuant to such procedures, (a)
such tender must be made by or through an Eligible Institution, (b) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by the Purchaser, must be received by the Depositary prior to the
Expiration Date and (c) the certificates for all tendered Shares and/or Rights,
in proper form for transfer (or a Book-Entry Confirmation with respect to all
such Shares and/or Rights), together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message, and
any other required documents are received by the Depositary within (a), in the
case of Shares, three trading days after the date of execution of such Notice of
Guaranteed Delivery or (b), in the case of Rights, a period ending on the later
of (1) three trading days after the date of execution of such Notice of
Guaranteed Delivery or (2) three business days (as defined in the Offer to
Purchase) after the date certificates for Rights are distributed to
shareholders, all as provided in Section 2 of the Offer to Purchase. A "trading
day" is any day on which the Nasdaq National Market operated by the National
Association of Securities Dealers, Inc. is open for business. Shareholders may
not extend the foregoing time period for delivery of Rights to the Depositary by
providing a second Notice of Guaranteed Delivery with respect to such Rights.
The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgement from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the Shares and the
Rights tendered hereby whether or not such Rights are delivered simultaneously
with such Shares.
THE METHOD OF DELIVERY OF SHARES, RIGHTS, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL
BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares or Rights will be purchased. All tendering shareholders, by
execution of this Letter of Transmittal (or facsimile thereof), waive any right
to receive any notice of the acceptance of their Shares or Rights for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares or Rights should be listed on a
separate schedule attached hereto.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE SHAREHOLDERS ONLY). If fewer
than all the Shares or Rights evidenced by any certificate submitted are to be
tendered, fill in the number of Shares or Rights that are to be tendered in the
box entitled "Number of Shares Tendered" or "Number of Rights Tendered", as
appropriate. In any such case, new certificate(s) for the remainder of the
Shares or Rights that were evidenced by the old certificate(s) will be sent to
the registered holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as soon as practicable after the acceptance for payment
of, and payment for, the Shares and Rights tendered herewith. All Shares and
Rights represented by certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
<PAGE> 11
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder of the Shares and
Rights tendered hereby, the signature must correspond with the name as written
on the face of the certificate(s) without any change whatsoever.
If any of the Shares or Rights tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares or Rights are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares and Rights listed and transmitted hereby, no endorsements of certificates
or separate stock powers are required unless payment or certificates for Shares
or Rights not tendered or accepted for payment are to be issued to a person
other than the registered owner(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the certificates listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates. Signatures on such certificates or stock powers must be guaranteed
by an Eligible Institution.
6. STOCK TRANSFER TAXES. The Purchaser will pay any stock transfer taxes
with respect to the transfer and sale of Shares or Rights to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
to, or if certificates for Shares or Rights not tendered or accepted for payment
are to be registered in the name of, any person(s) other than the registered
holder(s), or if tendered certificates are registered in the name(s) of any
person(s) other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered holder(s)
or such person(s)) payable on account of the transfer to such person(s) will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or certificates for Shares or Rights not accepted for
payment are to be returned to, a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to a person other than the signer of this Letter of Transmittal or to
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed.
8. WAIVER OF CONDITIONS. The Purchaser reserves the absolute right in its
sole discretion to waive any of the specified conditions of the Offer, in whole
or in part, in the case of any Shares or Rights tendered.
9. 31% BACKUP WITHHOLDING. In order to avoid "backup withholding" of
Federal income tax on payments of cash pursuant to the Offer, a shareholder
surrendering shares in the Offer must, unless an exemption applies, provide the
Depositary with such shareholder's correct taxpayer identification number
("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify under
penalties of perjury that such TIN is correct and that such shareholder is not
subject to backup withholding. If a shareholder does not provide such
shareholder's correct TIN or fails to provide the certifications described
above, the Internal Revenue Service (the "IRS") may impose a $50 penalty on such
shareholder and payment of cash to such shareholder pursuant to the Offer may be
subject to backup withholding of 31%.
<PAGE> 12
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the Federal income tax liability
of the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an overpayment
of tax, a refund can be obtained by the shareholder upon filing an income tax
return.
The shareholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
shareholder if a TIN is provided to the Depositary within 60 days.
Certain shareholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign shareholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Offer to Purchase, the Supplement,
the Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 may
be directed to the Information Agent or the Dealer Manager at their respective
addresses set forth below.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares or Rights has been lost, destroyed or stolen, the
shareholder should promptly notify the Depositary by checking the box
immediately preceding the special payment/special delivery instructions and
indicating the number of Shares or Rights lost. The shareholder will then be
instructed as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED
SHARES AND RIGHTS MUST BE RECEIVED BY THE DEPOSITARY OR SHARES AND RIGHTS MUST
BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE
PRIOR TO THE EXPIRATION DATE, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE
PROCEDURES FOR GUARANTEED DELIVERY.
<PAGE> 13
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: JNJ ACQUISITION CORP.
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT ------------------------------
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number(s)
OR
------------------------------
Employer Identification
Number(s)
- ---------------------------------------------------------------------------------------------------------------------
PART 2--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER PART 3--
IDENTIFICATION NUMBER (OR I AM WAITING FOR A Awaiting TIN / /
NUMBER TO BE ISSUED TO ME) AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (a) --------------------
I AM EXEMPT FROM BACKUP WITHHOLDING OR (b) I HAVE NOT PART 4--
BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE Exempt TIN / /
("IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING AS
A RESULT OF A FAILURE TO REPORT ALL INTEREST OR
DIVIDENDS OR (c) THE IRS HAS NOTIFIED ME THAT I AM
NO LONGER SUBJECT TO BACKUP WITHHOLDING.
--------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2 above if you have
been notified by the IRS that you are subject to backup withholding because of
DEPARTMENT OF THE TREASURY underreporting of interest or dividends on your tax returns. However, if after being
INTERNAL REVENUE SERVICE notified by the IRS that you were subject to backup withholding you received another
PAYER'S REQUEST FOR TAXPAYER notification from the IRS stating that you are no longer subject to backup
IDENTIFICATION NUMBER (TIN) withholding, do not cross out such item (2). If you are exempt from backup
withholding, check the box in Part 4 above.
SIGNATURE
---------------------------------------------------------------------------
DATE , 1995
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that, if I do not provide a taxpayer identification number to the
Depositary, 31% of all reportable payments made to me will be withheld, but
will be refunded if I provide a certified taxpayer identification number
within 60 days.
------------------------------------------------------------------------------
Signature Date
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
<PAGE> 14
The Information Agent for the Offer is:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect:
(212) 440-9800
All Others Call Toll Free:
(800) 223-2064
The Dealer Manager for the Offer is:
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260
(800) 370-0638
<PAGE> 1
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
CORDIS CORPORATION
AT
$100 NET PER SHARE
BY
JNJ ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
JOHNSON & JOHNSON
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 16, 1995,
UNLESS THE OFFER IS EXTENDED.
October 19, 1995
To Brokers, Dealers, Banks,
Trust Companies and other Nominees:
We have been engaged by JNJ Acquisition Corp., a New Jersey corporation
(the "Purchaser"), which is a wholly owned subsidiary of Johnson & Johnson, a
New Jersey corporation ("J&J"), to act as Dealer Manager in connection with the
Purchaser's offer to purchase all outstanding shares of Common Stock, par value
$1.00 per share (the "Shares"), of Cordis Corporation, a Florida corporation
(the "Company"), including any associated rights (the "Rights") issued pursuant
to the Rights Agreement of the Company (the "Rights Agreement"), at $100 per
Share (and associated Right), net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase dated October 19, 1995 (the "Offer to Purchase")
and in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Please furnish copies
of the enclosed materials to those of your clients for whom you hold Shares
registered in your name or in the name of your nominee.
UNLESS THE RIGHTS CONDITION (AS DEFINED IN THE OFFER TO PURCHASE) IS
SATISFIED, SHAREHOLDERS WILL BE REQUIRED TO TENDER ONE RIGHT FOR EACH SHARE
TENDERED IN ORDER TO EFFECT A VALID TENDER OF SHARES IN ACCORDANCE WITH THE
PROCEDURES SET FORTH IN SECTION 2 OF THE OFFER TO PURCHASE. UNLESS THE
DISTRIBUTION DATE (AS DEFINED IN THE OFFER TO PURCHASE) OCCURS, A TENDER OF
SHARES WILL ALSO CONSTITUTE A TENDER OF THE ASSOCIATED RIGHTS.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated October 19, 1995;
2. Letter of Transmittal to be used by shareholders of the Company in
accepting the Offer;
3. A printed form of letter that may be sent to your clients for whose
account you hold Shares or Rights in your name or in the name of a nominee,
with space provided for obtaining such clients' instructions with regard to
the Offer;
<PAGE> 2
4. Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelope addressed to First Chicago Trust Company of New
York, the Depositary.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
THAT WOULD REPRESENT A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY DILUTED
BASIS ON THE DATE OF PURCHASE, (2) THE RIGHTS HAVING BEEN REDEEMED BY THE BOARD
OF DIRECTORS OF THE COMPANY OR THE PURCHASER BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE
TO THE OFFER AND THE PROPOSED CASH MERGER (AS DEFINED IN THE OFFER TO PURCHASE),
(3) THE ACQUISITION OF SHARES PURSUANT TO THE PROPOSED CASH MERGER HAVING BEEN
APPROVED PURSUANT TO SECTION 607.0901 OF THE FLORIDA BUSINESS CORPORATION ACT
("SECTION 607.0901") OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION,
THAT THE PROVISIONS OF SECTION 607.0901 ARE OTHERWISE INAPPLICABLE TO THE
ACQUISITION OF SHARES PURSUANT TO THE PROPOSED CASH MERGER AND (4) THE
ACQUISITION OF SHARES PURSUANT TO THE OFFER HAVING BEEN APPROVED PURSUANT TO
SECTION 607.0902 OF THE FLORIDA BUSINESS CORPORATION ACT ("SECTION 607.0902") OR
THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF
SECTION 607.0902 ARE OTHERWISE INAPPLICABLE TO THE ACQUISITION OF SHARES
PURSUANT TO THE OFFER.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
THURSDAY, NOVEMBER 16, 1995, UNLESS THE OFFER IS EXTENDED BY THE PURCHASER.
Neither the Purchaser nor J&J will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager and the
Information Agent as described in the Offer to Purchase) in connection with the
solicitation of tenders of Shares and Rights pursuant to the Offer. You will be
reimbursed upon request for customary mailing and handling expenses incurred by
you in forwarding the enclosed offering materials to your customers.
Additional copies of the enclosed material may be obtained by contacting
the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
J.P. MORGAN SECURITIES INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, J&J, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL.
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
CORDIS CORPORATION
AT
$100 NET PER SHARE
BY
JNJ ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
JOHNSON & JOHNSON
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, NOVEMBER 16, 1995, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated October 19,
1995 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by JNJ Acquisition Corp., a New Jersey
corporation (the "Purchaser"), which is a wholly owned subsidiary of Johnson &
Johnson, a New Jersey corporation ("J&J"), to purchase for cash all outstanding
shares of Common Stock, par value $1.00 per share (the "Shares"), of Cordis
Corporation, a Florida corporation (the "Company"), together with any associated
rights (the "Rights") issued pursuant to the Rights Agreement of the Company
(the "Rights Agreement"). UNLESS THE RIGHTS CONDITION (AS DEFINED IN THE OFFER
TO PURCHASE) IS SATISFIED, SHAREHOLDERS WILL BE REQUIRED TO TENDER ONE RIGHT FOR
EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF SHARES IN ACCORDANCE
WITH THE PROCEDURES SET FORTH IN SECTION 2 OF THE OFFER TO PURCHASE. UNLESS THE
DISTRIBUTION DATE (AS DEFINED IN THE OFFER TO PURCHASE) OCCURS, A TENDER OF
SHARES WILL ALSO CONSTITUTE A TENDER OF THE ASSOCIATED RIGHTS.
WE ARE THE HOLDER OF RECORD OF SHARES AND RIGHTS HELD BY US FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES AND RIGHTS CAN BE MADE ONLY BY US AS THE HOLDER
OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES
OR RIGHTS HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Shares and Rights held by us for your account, pursuant to the terms and
conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $100 per Share (and associated Right), net to
the seller in cash, without interest thereon, upon the terms and subject to
the conditions of the Offer.
2. The Offer is being made for all outstanding Shares and Rights.
3. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, NOVEMBER 16, 1995, UNLESS THE OFFER IS EXTENDED BY
THE PURCHASER.
4. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer to Purchase) that number of Shares that
<PAGE> 2
would represent a majority of all outstanding Shares on a fully diluted
basis on the date of purchase, (2) the Rights having been redeemed by the
Board of Directors of the Company or the Purchaser being satisfied, in its
sole discretion, that the Rights have been invalidated or are otherwise
inapplicable to the Offer and the Proposed Cash Merger (as defined in the
Offer to Purchase), (3) the acquisition of Shares pursuant to the Proposed
Cash Merger having been approved pursuant to Section 607.0901 of the
Florida Business Corporation Act ("Section 607.0901") or the Purchaser
being satisfied, in its sole discretion, that the provisions of Section
607.0901 are otherwise inapplicable to the acquisition of Shares pursuant
to the Proposed Cash Merger and (4) the acquisition of Shares pursuant to
the Offer having been approved pursuant to Section 607.0902 of the Florida
Business Corporation Act ("Section 607.0902") or the Purchaser being
satisfied, in its sole discretion, that the provisions of Section 607.0902
are otherwise inapplicable to the acquisition of Shares pursuant to the
Offer.
5. Any stock transfer taxes applicable to a sale of Shares or Rights
to the Purchaser will be borne by the Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the expiration of the Offer.
If you wish to have us tender any of or all the Shares and Rights held by
us for your account, please so instruct us by completing, executing, detaching
and returning to us the instruction form on the detachable part hereof. An
envelope to return your instructions to us is enclosed. If you authorize the
tender of your Shares and Rights, all such Shares and Rights will be tendered
unless otherwise specified on the detachable part hereof. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf prior to the expiration of the Offer.
Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by First Chicago Trust Company of New
York (the "Depositary"), of (a) certificates for (or a timely Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect to) such Shares
and, if the Distribution Date occurs, certificates for (or a timely Book-Entry
Confirmation, if available, with respect to) the associated Rights (unless the
Purchaser elects to make payment for such Shares pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights as
described in Section 2 of the Offer to Purchase), (b) a Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer effected pursuant
to the procedure set forth in Section 2 of the Offer to Purchase, an Agent's
Message, and (c) any other documents required by the Letter of Transmittal.
Accordingly, tendering shareholders may be paid at different times depending
upon when certificates for Shares (or Rights) or Book-Entry Confirmations with
respect to Shares (or Rights, if available) are actually received by the
Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE
OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE
OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
The Offer is not being made to, nor will tenders be accepted from, or on
behalf of, holders of Shares and Rights in any jurisdiction in which the making
or acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.
<PAGE> 3
INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
CORDIS CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase of JNJ Acquisition Corp. dated October 19, 1995 (the "Offer to
Purchase"), and the related Letter of Transmittal relating to shares of Common
Stock, par value $1.00 per share (the "Shares"), of Cordis Corporation, a
Florida corporation (the "Company"), including the associated rights (the
"Rights").
This will instruct you to tender the number of Shares and Rights indicated
below held by you for the account of the undersigned, on the terms and subject
to the conditions set forth in such Offer to Purchase and Letter of Transmittal.
<TABLE>
<S> <C>
- --------------------------------------------
Number of Shares to be Tendered:* SIGN HERE
________ Shares
- -------------------------------------------- --------------------------------------------
- -------------------------------------------- --------------------------------------------
Number of Rights to be Tendered:* SIGNATURE(S)
________ Rights
- -------------------------------------------- --------------------------------------------
Dated: -------------------------------,1995 --------------------------------------------
(PLEASE PRINT NAME(S) AND ADDRESS(ES))
</TABLE>
- ---------------
* UNLESS THE RIGHTS CONDITION (AS DEFINED IN THE OFFER TO PURCHASE) IS
SATISFIED, SHAREHOLDERS WILL BE REQUIRED TO TENDER ONE RIGHT FOR EACH SHARE
TENDERED TO EFFECT A VALID TENDER OF SHARES. UNLESS THE DISTRIBUTION DATE (AS
DEFINED IN THE OFFER TO PURCHASE) OCCURS, A TENDER OF SHARES WILL ALSO
CONSTITUTE A TENDER OF THE ASSOCIATED RIGHTS. Unless otherwise indicated, it
will be assumed that all your Shares and Rights are to be tendered.
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
CORDIS CORPORATION
As set forth in Section 2 of the Offer to Purchase (as defined below), this
form or one substantially equivalent hereto must be used to accept the Offer (as
defined below) if certificates for shares of Common Stock, par value $1.00 per
share (the "Shares"), of Cordis Corporation, a Florida corporation (the
"Company"), and/or certificates for any associated rights (the "Rights") issued
pursuant to the Rights Agreement of the Company (the "Rights Agreement"), are
not immediately available (including because certificates for Rights have not
yet been distributed by the Rights Agent) or if the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Depositary prior to the Expiration Date (as
defined in the Offer to Purchase). This form may be delivered by hand to the
Depositary or transmitted by telegram, facsimile transmission or mail to the
Depositary and must include a guarantee by an Eligible Institution (as defined
in the Offer to Purchase). See Section 2 of the Offer to Purchase.
The Depositary:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C>
By Hand/Overnight Courier: By Mail:
14 Wall Street, 8th Floor P.O. Box 2559
Suite 4680-JNJ Suite 4660-JNJ
New York, New York 10005 Jersey City, New Jersey 07303-2559
</TABLE>
Facsimile Transmission:
(201) 222-4720 or
(201) 222-4721
Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(201) 222-4707
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A
VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to JNJ Acquisition Corp., a New Jersey
corporation (the "Purchaser"), which is a wholly owned subsidiary of Johnson &
Johnson, a New Jersey corporation, upon the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase dated October 19, 1995 (the
"Offer to Purchase"), and the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"), receipt of which is hereby acknowledged, the number of Shares and
Rights set forth below, all pursuant to the guaranteed delivery procedures set
forth in Section 2 of the Offer to Purchase.
Number of Shares
- --------------------------------------------------------------------------------
Name(s) of Record Holder(s):
-------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please Print
Number of Rights
- --------------------------------------------------------------------------------
Certificate Nos. (if available):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address(es):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Zip Code
Area Code and Tel. No.:
- --------------------------------------------------------------------------------
(Check one box if Shares or Rights will be tendered by book-entry transfer)
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Signature(s):
---------------------------------------------------------------------
- --------------------------------------------------------------------------------
Account Number
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dated:
-------------------------------
<PAGE> 3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agent's Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program, hereby guarantees to deliver to the
Depositary either the certificates representing the Shares and/or Rights
tendered hereby, in proper form for transfer, or a Book-Entry Confirmation with
respect to such Shares and/or Rights, in any such case together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, or an Agent's Message, and any other required
documents (a) in the case of Shares, within three trading days after the date
hereof and (b) in the case of Rights, within a period ending on the later of (i)
three trading days after the date hereof or (ii) three business days after the
date certificates for Rights are distributed to shareholders.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares and/or Rights to the Depositary within the time period
shown herein. Failure to do so could result in a financial loss to such Eligible
Institution. All terms used herein have the meaning set forth in the Offer to
Purchase.
Name of Firm:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
Address:
- --------------------------------------------------------------------------------
(ZIP CODE)
Name:
- --------------------------------------------------------------------------------
PLEASE PRINT
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Area Code and
Tel. No.:
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES AND/OR RIGHTS WITH THIS NOTICE;
CERTIFICATES FOR SHARES AND/OR RIGHTS SHOULD BE SENT WITH YOUR LETTER
OF TRANSMITTAL.
<PAGE> 1
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------------ ------------------------
<C> <S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals(1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult, or if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee incompetent person(3)
for a designated ward,
minor, or incompetent
person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also
trustee)
b. So-called trust The actual owner(4)
account that is not a
legal or valid trust
under state law
<CAPTION>
GIVE THE EMPLOYER
IDENTIFICATION NUMBER
FOR THIS TYPE OF ACCOUNT: OF --
- ------------------------------ ------------------------
<C> <S> <C>
8. Sole proprietorship The owner(4)
account
9. A valid trust, estate or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, The organization
or educational
organization account
12. Partnership account held The partnership
in the name of the
business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a state or local
government, school
district, or prison)
that receives
agricultural program
payments
</TABLE>
- ---------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE
CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A state, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a nonexempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE SUBSTITUTE FORM W-9 WITH THE
PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE
OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045 and 6050A.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividends, and certain other payments to a payee who does not furnish
a taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
(4) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. If you fail to
include any portion of an includible payment for interest, dividends or
patronage dividends in gross income and such failure is due to negligence, a
penalty of 20% is imposed on any portion of any underpayment attributable to the
failure.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE> 1
JOHNSON & JOHNSON
NEW BRUNSWICK, NJ 08933
<TABLE>
<C> <S>
Press Contact: F. Robert Kniffin
(908) 524-3535
(Home) (609) 799-0369
Investor Contact: Annie H. Lo
(908) 524-6491
(Home) (908) 580-1258
</TABLE>
FOR IMMEDIATE RELEASE
JOHNSON & JOHNSON ANNOUNCES IT IS PREPARED TO ENTER INTO
STOCK-FOR-STOCK MERGER TRANSACTION WITH
CORDIS CORPORATION AT $105 PER SHARE
JOHNSON & JOHNSON COMMENCING
CASH TENDER OFFER AT $100 PER SHARE
------------------------
New Brunswick, N.J., October 19, 1995 -- Johnson & Johnson (NYSE:JNJ)
announced today that it is commencing a cash tender offer for all of the
outstanding Cordis Corporation (NASDAQ:CORD) shares at a price of $100 per
share. Johnson & Johnson said it would prefer to effect the transaction as a
$105 per share negotiated stock-for-stock, tax-free merger. The cash tender
offer will be terminated should Cordis and Johnson & Johnson sign a definitive
agreement for a stock-for-stock, tax-free merger.
Cordis has approximately 17.6 million shares outstanding on a fully diluted
basis, giving the transaction a total equity value, net of cash, of
approximately $1.6 billion for the cash tender offer and $1.7 billion for the
negotiated stock-for-stock merger. The amount of Johnson & Johnson stock that
would be issued in the merger for each Cordis share would be the result of
dividing $105 by the ten trading day average price per Johnson & Johnson share
prior to the merger.
"The combination of Cordis and Johnson & Johnson's interventional
cardiology businesses is an important strategic step for both companies to meet
the challenge of providing for customer needs in the fast changing healthcare
industry," said Ralph S. Larsen, Chairman and Chief Executive Officer of Johnson
& Johnson. "Cordis and Johnson & Johnson Interventional Systems together will
create one of the leading worldwide vascular disease management companies. Upon
completion of the merger, we plan to integrate our existing cardiovascular
business into Cordis under the leadership of Cordis' management team. The
combined company will retain the Cordis name and will continue to be
headquartered in Miami, Florida.
"The combination of Cordis and Johnson & Johnson Interventional Systems
will give the combined company a greater breadth of technically superior
products including balloon/stent systems and provide a stronger competitive
position in the marketplace. Johnson & Johnson's PALMAZ-SCHATZ Stent is the only
stent approved by the FDA to reduce restenosis following angioplasty. Cordis is
a leader in angiography and angioplasty (balloon catheters). The quality and
depth of this product line will enable the combined company to achieve
significant growth and sales synergies. The combined company will have the
technical expertise and resources to lead new and innovative cardiology
developments. These new technologies will provide enhanced value to hospitals,
physicians and patients. The combined company will be a partner of choice for
companies and inventors of emerging technologies seeking worldwide
distribution," Mr. Larsen concluded.
Following is the text of the letter from Johnson & Johnson's Chairman and
Chief Executive Officer, Ralph S. Larsen, to Cordis Corporation's Chairman,
President and Chief Executive Officer, Robert C. Strauss:
<PAGE> 2
Mr. Robert Strauss
Chairman, President and Chief
Executive Officer
Cordis Corporation
14201 N.W. 60th Avenue
Miami Lakes, Florida 33014
Dear Bob:
Well over a month ago we advised you of our interest in Cordis Corporation
and our desire to meet to start a process for a negotiated merger transaction.
We have the highest regard for you and your management team, which has built one
of the industry's leading diagnostic and interventional cardiology businesses.
As you know, we view the combination of Johnson & Johnson Interventional Systems
and Cordis as an important strategic step that will benefit everyone. At your
request, we agreed to postpone our meeting until after Cordis' Annual Meeting on
October 10, 1995. After your Annual Meeting you called to advise me that you
would not meet with us.
Given your unwillingness even to meet, and the compelling strategic
importance of this combination, you left us no alternative but to make an offer
directly to your shareholders. Therefore, we are today announcing a tender offer
for all of Cordis' outstanding shares for a price of $100 per share in cash.
However, we are prepared to terminate the cash tender offer and to pay $105 per
share in a negotiated stock-for-stock, tax-free transaction which would be
accounted for as pooling-of-interests.
Our $105 proposal is a premium of approximately 70% over the market price
of the Cordis stock prior to July 18, 1995, the date on which several wire
stories incorrectly reported that there were merger discussions between us. Your
stock traded up more than $10 per share on July 18, 1995 based on those rumors
and has continued to trade based upon takeover speculation. Our $105 proposal
also represents a multiple of 35x Cordis' twelve-month trailing earnings.
We believe that a combination of our two businesses would be beneficial to
our respective shareholders, employees, customers and other constituencies. We
view this combination as an important strategic step for both companies to meet
the challenge of providing for customer needs in the fast-changing healthcare
industry. Cordis and Johnson & Johnson Interventional Systems together will
create one of the leading worldwide vascular disease management companies.
Johnson & Johnson's resources and distribution network will help position the
combined business as a more attractive supplier to hospitals. This will allow us
to provide a comprehensive line of superior products and services to hospitals,
physicians and patients. In light of customer preferences for broadline
suppliers, this combination will protect and enhance both companies' leadership
positions while allowing for more powerful product offerings.
Johnson & Johnson operates on a decentralized basis, giving management of
our various businesses a high degree of operational autonomy. Upon completion of
the transaction, we plan to integrate our existing cardiovascular business into
Cordis under the leadership of Cordis' management team. The combined company
will retain the Cordis name and will continue to be headquartered in Miami,
Florida.
We and our advisors are ready to meet with you and all other members of the
Cordis Board of Directors, management, and advisors to answer any questions you
or they may have. Our objective is to promptly conclude a transaction that is
supported by you and the Cordis Board of Directors.
Sincerely,
Ralph S. Larsen
<PAGE> 3
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
& 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%.
The tender offer is subject to a number of conditions set forth in a filing
being made with the Securities and Exchange Commission.
<PAGE> 1
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares or Rights. The Offer is made solely by the Offer to Purchase
dated October 19, 1995, and the related Letter of Transmittal, and is not being
made to (nor will tenders be accepted from or on behalf of) holders of Shares or
Rights in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction. In any
jurisdictions where securities, blue sky or other laws require the Offer to be
made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Purchaser by J.P. Morgan Securities Inc. ("J.P. Morgan") or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
CORDIS CORPORATION
at
$100 Net Per Share
by
JNJ ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
JOHNSON & JOHNSON
JNJ Acquisition Corp., a New Jersey corporation (the "Purchaser"), which is
a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation
("J&J"), is offering to purchase all outstanding shares of Common Stock, par
value $1.00 per share (the "Shares"), of Cordis Corporation, a Florida
corporation (the "Company"), including the associated Rights (as defined below),
at a price of $100 per Share (and associated Right), net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated October 19, 1995 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). As used herein, the term "Right" refers to
any Right accompanying each Share pursuant to the Rights Agreement of the
Company. Unless the context otherwise requires, all references herein to Shares
shall include the Rights. Unless the Rights have been redeemed by the Board of
Directors of the Company, or the Purchaser is satisfied, in its sole discretion,
that the Rights have been invalidated or are otherwise inapplicable to the Offer
and the subsequent merger (the "Proposed Cash Merger"), shareholders will be
required to tender one Right for each Share tendered in order to effect a valid
tender of Shares in accordance with the procedures set forth in Section 2 of the
Offer to Purchase. Unless the Distribution Date occurs, a tender of Shares will
also constitute a tender of the associated Rights. The purpose of the Offer is
to enable J&J, if it is not able to effect the Stock Merger (as described
below), to acquire control of, and the entire equity interest in, the Company.
J&J HAS ADVISED THE COMPANY THAT J&J IS PREPARED TO PAY $105 PER SHARE IN A
NEGOTIATED STOCK-FOR-STOCK MERGER IN WHICH ALL OUTSTANDING SHARES WOULD BE
EXCHANGED FOR COMMON STOCK OF J&J (THE "STOCK MERGER"). J&J INTENDS TO CONTINUE
TO SEEK TO EFFECT THE STOCK MERGER. IF A DEFINITIVE AGREEMENT FOR THE STOCK
MERGER IS ENTERED INTO BETWEEN THE COMPANY AND J&J, THE OFFER WOULD BE
TERMINATED AND THE PROPOSED STOCK MERGER WOULD BE SUBMITTED TO THE COMPANY'S
SHAREHOLDERS FOR THEIR APPROVAL.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, NOVEMBER 16, 1995, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the Expiration Date that number of Shares
that would represent a majority of all outstanding Shares on a fully diluted
basis on the date of purchase, (2) the Rights having been redeemed by the Board
of Directors of the Company or the Purchaser being satisfied, in its sole
discretion, that the Rights have been invalidated or are otherwise inapplicable
to the Offer and the Proposed Cash Merger, (3) the acquisition of Shares
pursuant to the Proposed Cash Merger having been approved pursuant to Section
607.0901 of the Florida Business Corporation Act ("Section 607.0901") or the
Purchaser being satisfied, in its sole discretion, that the provisions of
Section 607.0901 are otherwise inapplicable to the acquisition of Shares
pursuant to the Proposed Cash Merger and (4) the acquisition of Shares pursuant
to the Offer having been approved pursuant to Section 607.0902 of the Florida
Business Corporation Act ("Section 607.0902") or the Purchaser being satisfied,
in its sole discretion, that the provisions of Section 607.0902 are otherwise
inapplicable to the acquisition of Shares pursuant to the Offer.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to the Purchaser and
not withdrawn as, if and when the Purchaser gives oral or written notice to
First Chicago Trust Company of New York (the "Depositary") of the Purchaser's
acceptance for payment of such Shares. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering shareholders for the purpose
of receiving payment from the Purchaser and transmitting payment to tendering
shareholders. In all cases, payment for Shares accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of (a)
certificates for such Shares (or timely confirmation of book-entry transfer of
such Shares into the Depositary's account at a Book-Entry Transfer Facility (as
defined in the Offer to Purchase) as described in Section 2 of the Offer to
Purchase), (b) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase))
and (c) any other documents required by the Letter of Transmittal. Under no
circumstances will interest be paid on the purchase price of the Shares to be
paid by the Purchaser, regardless of any extension of the Offer or any delay in
making such payment.
<PAGE> 2
Except as otherwise provided below, tenders of Shares are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, or, if the Purchaser shall have extended the period of time
during which the Offer is open, the latest time and date at which the Offer, as
so extended by the Purchaser, shall expire and, unless theretofore accepted for
payment and paid for by the Purchaser pursuant to the Offer, may also be
withdrawn at any time after December 17, 1995. For a withdrawal to be effective,
a written, telegraphic or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the back
cover of the Offer to Purchase and must specify the name of the person having
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder of the Shares to be withdrawn, if different
from the name of the person who tendered the Shares. If certificates for Shares
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such Shares have
been tendered by an Eligible Institution (as defined in Section 2 of the Offer
to Purchase), the signatures on the notice of withdrawal must be guaranteed by
an Eligible Institution. If Shares have been delivered pursuant to the
procedures for book-entry transfer as set forth in Section 2 of the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited with the
withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's
procedures. Withdrawals of tenders of Shares may not be rescinded, and any
Shares properly withdrawn will thereafter be deemed not validly tendered for any
purposes of the Offer. However, withdrawn Shares may be retendered by again
following one of the procedures described in Section 2 of the Offer to Purchase
at any time prior to the Expiration Date. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be determined
by the Purchaser in its sole discretion, which determination will be final and
binding.
The Purchaser expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the
Offer to Purchase and is incorporated herein by reference.
A request is being made to the Company for use of its shareholder lists and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares, and will be
furnished to brokers, dealers, banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the shareholder lists, or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Questions and requests for copies of the Offer to Purchase, the Letter of
Transmittal and other tender offer documents may be directed to the Information
Agent or the Dealer Manager, as set forth below, and copies will be furnished at
the Purchaser's expense. No fees or commissions will be payable to brokers,
dealers or other persons other than the Dealer Manager and the Information Agent
for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
ALL OTHERS CALL TOLL FREE: (800) 223-2064
The Dealer Manager for the Offer is:
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260
(800) 370-0638
October 20, 1995
<PAGE> 1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
JOHNSON & JOHNSON and
JNJ ACQUISITION CORP.,
Plaintiffs, Civil Action No.
v.
CORDIS CORPORATION, COMPLAINT
Defendant.
Johnson & Johnson and JNJ Acquisition Corp. ("JNJ"), as and for their
complaint, allege upon knowledge with respect to themselves and their own acts,
and upon information and belief as to all other matters, as follows:
Nature of the Action
1. Plaintiffs bring this action for injunctive and/or declaratory
relief:
(a) to prevent the anti-takeover devices and other defensive measures
of defendant Cordis Corporation ("Cordis") from impeding or delaying plaintiffs'
tender offer and proposed merger, in violation of the fiduciary duties of
Cordis's Board of Directors; and
(b) to prevent Cordis from otherwise taking actions that impede or
delay plaintiffs' tender offer and proposed merger, which will be made in
compliance with all applicable laws, obligations and agreements.
<PAGE> 2
Jurisdiction and Venue
2. The Court has jurisdiction of the subject matter of this action
pursuant to 28 U.S.C. Section Section 1331, 1332(a), 1337(a) and 1367(a). The
plaintiffs and defendant are citizens of different states, and the matter in
controversy exceeds the sum of $50,000, exclusive of interest and costs.
3. Venue is proper in this district pursuant to 28 U.S.C. Section
1391(a)-(c).
The Parties
4. Plaintiff Johnson & Johnson is a New Jersey corporation with its
principal place of business in New Jersey. Johnson & Johnson's principal line of
business is the manufacture and sale of a broad range of products in the health
care field. Johnson & Johnson owns common stock of Cordis.
5. Plaintiff JNJ is a New Jersey corporation with its principal place
of business in New Jersey. It is a wholly owned subsidiary of Johnson & Johnson,
was organized to acquire control of Cordis, and has not conducted any unrelated
activities since its organization. All outstanding shares of capital stock of
JNJ are owned by Johnson & Johnson. JNJ owns common stock of Cordis.
6. Defendant Cordis is a Florida corporation with its principal place
of business in Miami Lakes, Florida. It
<PAGE> 3
is engaged in the business of designing, manufacturing and marketing medical
devices, primarily angiographic catheters, neuroscience devices and other
related medical devices.
The Offer and Proposed Merger
7. On October 19, 1995, Johnson & Johnson announced its intention to
commence, through its wholly owned subsidiary, JNJ, a tender offer for all
outstanding shares of Cordis common stock (together with the associated
purchase rights issued in connection with Cordis's Poison Pill (as defined
below in 24)), at the price of $100.00 per share (and associated right) net to
the seller in cash (the "Offer"). The Offer is conditioned, inter alia, upon:
(i) valid tender of a majority of all outstanding shares on a fully diluted
basis of Cordis's common stock; (ii) redemption, invalidation or inapplicability
of the Poison Pill; (iii) inapplicability of Fla. Stat. Section 607.0901 or
approval of the Proposed Cash Merger (as defined below in 8) by Cordis's Board
of Directors pursuant to the provisions of Fla. Stat. Section 607.0901; and (iv)
inapplicability of Fla. Stat. Section 607.0902 or approval of the Offer by
Cordis's Board of Directors pursuant to the provisions of Fla. Stat. Section
607.0902. The Offer is not subject to any condition relating to plaintiffs'
ability to finance the Offer or the Proposed Cash Merger.
-3-
<PAGE> 4
8. As soon as practicable following consummation of the Offer, Johnson
& Johnson will seek to have Cordis consummate a merger with JNJ or another
direct or indirect wholly owned subsidiary of Johnson & Johnson (the "Proposed
Cash Merger"). The purpose of the Proposed Cash Merger is to acquire all shares
not tendered and purchased pursuant to the Offer or otherwise. Pursuant to the
Proposed Cash Merger, each then outstanding share (other than shares owned by
JNJ, Johnson & Johnson or any of their subsidiaries, shares held in the treasury
of Cordis and shares owned by shareholders who perfect any available dissenters'
rights under the Florida Business Corporation Act) would be converted into the
right to receive an amount in cash equal to the price per share paid pursuant to
the Offer.
9. With the announcement of the Offer, Johnson & Johnson also
announced that it is prepared to pay $105.00 per share in a negotiated
stock-for-stock tax-free merger, which would be accounted for as a pooling of
interests (the "Stock Merger"). In the tender offer materials JNJ stated that
if Cordis does not promptly agree to effect the Stock Merger, JNJ intends to
solicit written consents from Cordis's shareholders to remove and replace
Cordis's current Board of Directors and to take such other
actions as are deemed necessary at the time. Such solicitation, which would
-4-
<PAGE> 5
facilitate the Stock Merger, would be made pursuant to separate consent
solicitation materials complying with the requirements of the securities laws.
10. The purpose of the Offer and the Proposed Cash Merger is to enable
Johnson & Johnson, if it is not able to effect a combination or merger with
Cordis through the Stock Merger, to acquire control of, and the entire equity
interest in, Cordis.
11. The Offer is clearly in the best interests of Cordis's
shareholders. It is a fully financed, all cash offer, available to all Cordis
shareholders, for all outstanding shares. It is not "front-end loaded" or
otherwise coercive in nature. The Offer price is pre-emptive and represents a
full and fair value to Cordis's shareholders. Moreover, it provides Cordis's
shareholders with the opportunity to realize a substantial premium over the
market price of their shares prior to announcement of the Offer. The Offer price
represents a substantial premium over the market price of Cordis shares prior to
July 18, 1995, the date on which it was incorrectly reported in the press that
there were merger discussions between Johnson & Johnson and Cordis, which has
since then bolstered the market price of Cordis shares. The Offer price also
represents a substantial premium over the market price of the shares immediately
prior to announcement of the Offer.
-5-
<PAGE> 6
On the last Nasdaq National Market trading day before announcement of the Offer,
the last reported sale quotation of Cordis shares on the Nasdaq National Market
was $86.00 per share.
12. The Offer, Proposed Cash Merger and Stock Merger do not pose any
threat to the interests of Cordis's shareholders or to Cordis's corporate policy
and effectiveness.
13. The Offer, Proposed Cash Merger and Stock Merger comply or will
comply with all applicable laws, obligations and agreements. The tender offer
documents fairly disclose all information material to the decision of Cordis's
shareholders whether to accept or reject the Offer, in compliance with
plaintiffs' obligations under the securities laws. Plaintiffs will also make the
filings required by the Hart-Scott-Rodino Act.
14. The Offer and Proposed Cash Merger cannot be completed
successfully unless Cordis's Board removes Cordis's anti-takeover devices. Given
the nature of the Offer and its benefits, Cordis should remove these barriers
and assist plaintiffs in obtaining any necessary regulatory approvals. In any
event, Cordis should not be permitted to attempt to delay consummation of the
Offer, Proposed Cash Merger or Stock Merger by litigation in other forums,
-6-
<PAGE> 7
including litigation on the propriety of its anti-takeover devices.
Contacts Between Johnson & Johnson and Cordis
15. Cordis is unwilling even to meet to consider or discuss a
combination or merger with Johnson & Johnson.
16. On September 6, 1995, Mr. Ralph S. Larsen, Chairman of the Board
and Chief Executive Officer of Johnson & Johnson telephoned Dr. Robert Q.
Marston, then Chairman of the Board of Cordis, to advise him of Johnson &
Johnson's interest in meeting with representatives of Cordis to discuss a
combination or merger on a negotiated basis. Larsen briefly outlined the
strategic advantages to both Cordis and Johnson & Johnson of a combination.
Marston explained to Larsen that he would be stepping down as Chairman of the
Board of Cordis in October and that Mr. Robert C. Strauss, the President and
Chief Executive Officer of Cordis, would be his successor as Chairman. Marston
told Larsen that he would get back to him following consultation with Mr.
Richard W. Foxen, a Director of Cordis. Foxen telephoned Larsen later that day,
and Larsen advised Foxen of Johnson & Johnson's desire to meet with
representatives of Cordis as soon as possible. Larsen described Johnson &
Johnson's decentralized operating philosophy and indicated Johnson & Johnson's
intention to leave Cordis as an autonomous operating company within
-7-
<PAGE> 8
Johnson & Johnson's family of companies. Foxen agreed that he and Marston would
meet with Larsen on September 12 in New York City.
17. At the meeting on September 12, 1995, Larsen and Mr. Robert N.
Wilson, Vice Chairman of Johnson & Johnson, reviewed with Marston and Foxen the
reasons that a combination of Johnson & Johnson and Cordis was in the best
interests of all parties, and expressed Johnson & Johnson's interest in moving
forward with a transaction to be structured as a stock-for-stock tax-free merger
to be accounted for as a pooling-of-interests. Larsen and Wilson again
emphasized Johnson & Johnson's desire to keep Cordis intact and autonomous in
its current location in Florida.
18. On September 13, 1995, Marston telephoned Larsen and informed him
that he had reviewed the prior discussions with other Directors of Cordis as
well as with Strauss. Marston then requested that Larsen telephone Strauss.
Larsen immediately telephoned Strauss, and outlined the strategic basis for a
business combination and emphasized that he would like to meet as soon as
possible to discuss a negotiated transaction. Strauss tentatively agreed to a
meeting on either September 21 or 22, and said he would call Larsen on September
15 to confirm the date of the meeting. On September 15, 1995, Larsen called
Strauss and they scheduled the meeting for September 21, 1995.
-8-
<PAGE> 9
19. On September 19, 1995, Strauss telephoned Larsen and informed him
that there had been a telephonic meeting of the Board of Directors of Cordis at
which it was decided that it would be premature to meet with representatives of
Johnson & Johnson until after the Annual Meeting of shareholders of Cordis,
scheduled for October 10, 1995. Larsen inquired as to the reason for the delay
and Strauss responded that the Board of Directors of Cordis wanted time to do an
evaluation of Cordis. Larsen agreed to postpone meeting until after Cordis's
Annual Meeting.
20. On October 11, 1995, Strauss telephoned Larsen and stated that the
Board of Directors of Cordis had met and had determined that Cordis should
remain independent, and that Strauss should not meet with Johnson & Johnson.
Larsen inquired as to how this determination could have been made without the
Board being informed of the terms that Johnson & Johnson would propose, the
strategic reasons for a combination and the benefits to Cordis's shareholders,
employees and customers of a combination or merger. Strauss responded that he
was not authorized to meet, and would not meet, with Larsen. Larsen asked
Strauss to reconsider and again expressed a desire for a negotiated combination
or merger.
-9-
<PAGE> 10
Cordis's Anti-Takeover Devices and Other Defensive Measures
21. Cordis has available various anti-takeover devices and other
defensive measures--including a "Poison Pill," the Florida Affiliated
Transactions Statute, Fla. Stat. Section 607.0901 ("Section 607.0901"), and the
Florida Control-Share Acquisitions Statute, Fla. Stat. Section 607.0902
("Section 607.0902")--which may be used or relied upon to block the Offer and
Proposed Cash Merger. In light of its opposition to a combination or merger,
Cordis may also attempt to use other defensive measures in order to prevent the
shareholders from deciding upon the merits of plaintiffs' proposals for
themselves.
22. Given the nature of the Offer and its substantial value to
Cordis's shareholders, use of or reliance upon Cordis's anti-takeover devices or
other defensive measures against the Offer, Proposed Cash Merger or Stock Merger
represents an unreasonable response to the Offer, Proposed Cash Merger and Stock
Merger, forecloses effective shareholder action and is in violation of the
fiduciary duties owed to plaintiffs.
23. Cordis's shareholders have previously rejected at least one
potential anti-takeover device, despite the recommendation of Cordis's Board of
Directors. In Cordis's September 15, 1995 Proxy Statement, the Cordis Board of
Directors recommended that Cordis's shareholders
-10-
<PAGE> 11
adopt an amendment to Article III of Cordis's Restated Articles of Incorporation
to increase the authorized number of shares of common stock of Cordis from fifty
million shares to one hundred fifty million shares. In describing this proposed
amendment, the Proxy Statement stated, inter alia:
"the mere existence of such a block of authorized but unissued
shares, and the Board's ability to issue such shares without
shareholder approval, might deter a bidder from seeking to
acquire shares of the Company on an unfriendly basis."
At Cordis's Annual Meeting, on October 10, 1995, Cordis's shareholders rejected
this proposal.
Poison Pill
24. On October 16, 1995, less than a week after Cordis's shareholders
rejected the adoption of the Board-recommended anti-takeover device and less
than a week after Cordis stated its unwillingness even to meet to discuss or
consider a combination or merger with Johnson & Johnson, Cordis announced that
its Board of Directors had adopted a poison pill rights agreement (the "Poison
Pill"). The adoption of the Poison Pill in these circumstances represents the
Board's attempt to block plaintiffs from proceeding with the Offer.
-11-
<PAGE> 12
25. As part of the Poison Pill, the Board authorized and declared a
dividend of one capital stock purchase right (a "Right") per share of common
stock of Cordis, payable to shareholders of record as of the close of business
on October 23, 1995.
26. The Rights become exercisable if a person or group becomes the
beneficial owner of 15 percent or more of the outstanding common stock of
Cordis. When the Rights become exercisable and subject to certain conditions,
the holders of the Rights, other than the acquiring person, are entitled to
purchase shares of stock of Cordis at one-half of the then-current market
price.
27. The existence of Cordis's Poison Pill has the effect of making it
prohibitively expensive to acquire control of Cordis, and thus allows the Board
to withhold approval of the Offer and Proposed Cash Merger regardless of the
interests of Cordis's shareholders. Given the nature and value of the Offer,
Cordis should redeem the Rights under the provisions of the rights agreement, or
amend the Poison Pill to make the Rights inapplicable to the Offer and Proposed
Cash Merger, to enable the shareholders to exercise their right to decide upon
the merits of the Offer for themselves.
-12-
<PAGE> 13
28. The failure to redeem the Rights or amend the Poison Pill violates
the fiduciary duties owed to plaintiffs because it will deny plaintiffs
meaningful access to or control over the assets of Cordis and will hinder or
prevent plaintiffs from exercising their fundamental shareholder rights under
Florida law. Plaintiffs will suffer irreparable injury as a result of the loss
of the unique opportunity to acquire control of Cordis.
Florida Control-Share Acquisitions Statute, Section 607.0902
29. Section 607.0902, entitled "Control-share acquisitions," applies
to any corporation (an "Issuing Public Corporation") that has not opted out of
the statute's coverage that (i) has 100 or more shareholders; (ii) has its
principal place of business, its principal office, or substantial assets within
Florida; and (iii) has either (a) more than 10 percent of its shareholders
resident in Florida, (b) more than 10 percent of its shares owned by residents
of Florida, or (c) 1000 shareholders resident in Florida. Cordis has not opted
out of the statute's coverage.
30. Section 607.0902 provides that shares in a corporation that are
acquired in a control share acquisition have voting rights only to the extent
authorized by a majority of shareholders other than holders of interested
-13-
<PAGE> 14
shares (defined to include shares which are beneficially owned by an acquiring
person, any officer of the issuing corporation or any employee of the
corporation who is also a director). A control share acquisition is defined,
inter alia, as the acquisition of beneficial ownership of shares with (i)
one-fifth or more but less than one-third of all voting power; (ii) one-third or
more but less than a majority of all voting power; or (iii) a majority or more
of all voting power. A control share acquisition does not include an acquisition
which has been approved by the board of directors of the Issuing Public
Corporation.
31. The effect of Section 607.0902 is that shares acquired in an
unsolicited tender offer only carry voting rights to the extent authorized by a
majority of holders of shares other than those already acquired in the tender
offer. Moreover, the shareholder vote on the resolution regarding the voting
rights to be accorded the acquiror's control shares is not required to be taken
until the next scheduled special or annual meeting of shareholders, unless the
acquiring person delivers a control share acquisition statement to the Issuing
Public Corporation, requests a special meeting of shareholders for the specific
purpose of determining control share voting rights, and agrees to pay the
Issuing Public Corporation's expenses for the special meeting. In that event,
the directors of the Issuing Public
-14-
<PAGE> 15
Corporation may wait for up to 50 days after receipt of the demand by the
acquiring person before holding the special meeting.
32. Given the nature and value to Cordis's shareholders of the Offer,
Cordis should approve the Offer so that Section 607.0902 will be inapplicable,
take no steps to apply or enforce the provisions of Section 607.0902, and should
permit the Offer to proceed unhindered so that Cordis's shareholders can decide
upon its merits for themselves.
33. The failure to approve the Offer violates the fiduciary duties
owed to plaintiffs because it will deny plaintiffs meaningful access to or
control over the assets of Cordis and will hinder or prevent plaintiffs from
exercising their fundamental shareholder rights under Florida law. Plaintiffs
will suffer irreparable injury as a result of the loss of the unique opportunity
to acquire control of Cordis.
-15-
<PAGE> 16
Florida Affiliated Transactions Statute, Section 607.0901
34. Section 607.0901, entitled "Affiliated Transactions," applies to
any Florida corporation that has not opted out of the statute's coverage. Cordis
has not opted out of the statute's coverage. Section 607.0901 also applies to
foreign corporations that satisfy certain statutory requirements.
35. Section 607.0901 was designed to impede coercive and inadequate
tender offers and to assure that shareholders in a hostile takeover receive a
fair price in a second-step merger. Section 607.0901 provides that if a person
acquires more than ten percent of a corporation's voting shares (thereby
becoming an "Interested Shareholder"), such Interested Shareholder may not
engage in an "Affiliated Transaction" (defined to include a merger or
consolidation) with the corporation. However, Section 607.0901 will not prohibit
an Affiliated Transaction under various differing circumstances, including any
instance in which the Affiliated Transaction has been approved by a majority of
the Disinterested Directors (as therein defined).
36. Given the nature and value to Cordis's shareholders of the Offer,
Cordis should approve the Proposed Cash Merger so that Section 607.0901 will be
inapplicable, take no steps to apply or enforce the
-16-
<PAGE> 17
provisions of Section 607.0901, and should permit the Offer to proceed
unhindered so that Cordis's shareholders can decide upon its merits for
themselves.
37. The failure to approve the Proposed Cash Merger violates the
fiduciary duties owed to plaintiffs because it will deny plaintiffs meaningful
access to or control over the assets of Cordis and will hinder or prevent
plaintiffs from exercising their fundamental shareholder rights under Florida
law. Plaintiffs will suffer irreparable injury as a result of the loss of the
unique opportunity to acquire control of Cordis.
Irreparable Injury
38. Cordis's use of or reliance upon its anti-takeover devices and
other defensive measures to obstruct the Offer, Proposed Cash Merger or Stock
Merger will deny plaintiffs meaningful access to or control over the assets of
Cordis, will hinder or prevent plaintiffs from exercising their fundamental
shareholder rights under Florida law, and will cause plaintiffs irreparable
injury as a result of the loss of the unique opportunity to acquire control of
Cordis. These injuries will be suffered directly by plaintiffs and are separate
and distinct from the injuries that such actions will cause Cordis's other
shareholders, who will be deprived of the fundamental right to decide for
themselves
-17-
<PAGE> 18
whether or not to accept the Offer and to sell their shares for a substantial
premium.
39. Plaintiffs have no adequate remedy at law. Only through the
exercise of the Court's equitable powers will plaintiffs be protected from
immediate and irreparable injury. Unless the Court enjoins the application of
Cordis's anti-takeover devices to the Offer and Proposed Cash Merger and enjoins
Cordis from impeding the Offer, Proposed Cash Merger or Stock Merger by any
other defensive measures, including litigation in other forums, plaintiffs will
be precluded from consummating the Offer, which is conditioned on removal or
inapplicability of Cordis's anti-takeover devices, will be denied any meaningful
access to or control over the assets of Cordis and will be hindered in or
prevented from exercising their fundamental shareholder rights under Florida
law. Should that occur, plaintiffs will have lost the unique opportunity to
acquire control of Cordis.
Declaratory Relief
40. The Court may grant the declaratory relief sought herein pursuant
to 28 U.S.C. Section 2201 and Fed. R. Civ. P. 57. Cordis's expressed
unwillingness even to meet to consider or discuss a combination or merger with
plaintiffs demonstrates that there is a substantial controversy between the
parties. The adverse legal interests of the parties are
-18-
<PAGE> 19
real and immediate. The granting of the requested declaratory relief will serve
the public interest by affording relief from uncertainty and by avoiding delay
and will conserve judicial resources by avoiding piecemeal litigation.
COUNT ONE
(INJUNCTIVE RELIEF)
41. Plaintiffs repeat, reaver, and incorporate each averment contained
in Paragraphs 1 through 40 of this Complaint as if fully set forth herein.
42. The Offer is fully financed; it is non-coercive and
non-discriminatory; it is fair to Cordis's shareholders; and it represents a
substantial premium over the market price of Cordis shares. The Offer, Proposed
Cash Merger and Stock Merger comply with all applicable laws, obligations, and
agreements and pose no threat to the interests of Cordis's shareholders or to
Cordis's corporate policy or effectiveness. Use of or reliance upon Cordis's
anti-takeover devices or any other defensive measures to prevent Cordis's
shareholders from deciding for themselves whether or not to accept the Offer is
not proportionate to any threat posed, nor within the range of reasonable
responses to the Offer, Proposed Cash Merger or Stock Merger, forecloses
effective shareholder action and is in breach of the fiduciary duties owed to
plaintiffs.
-19-
<PAGE> 20
Plaintiffs seek injunctive relief against such breaches of fiduciary duties.
COUNT TWO
(DECLARATORY AND INJUNCTIVE RELIEF)
43. Plaintiffs repeat and reaver as if fully set forth herein each
averment in Paragraphs 1 through 40 of this Complaint.
44. The Offer, Proposed Cash Merger and Stock Merger comply or will
comply with all applicable laws, obligations, and agreements. Given the nature
of the Offer and its benefits, Cordis should assist plaintiffs in obtaining any
necessary regulatory approvals. In any event, Cordis should not be permitted to
attempt to delay consummation of the Offer, Proposed Cash Merger or Stock Merger
by litigation in other forums. To prevent any unnecessary impediment to
consummation of the Offer, Proposed Cash Merger or Stock Merger, plaintiffs seek
declaratory and injunctive relief against Cordis's commencement of proceedings
in any forum other than this Court which would impede their commencement,
continuation, or consummation.
-20-
<PAGE> 21
WHEREFORE, plaintiffs respectfully request that this Court enter an order:
(a) enjoining Cordis, its directors, officers, successors,
agents, servants, subsidiaries, employees and attorneys, and all
persons acting in concert or participating with them, from taking any
steps to impede or frustrate the ability of Cordis's shareholders to
consider and make their own determination as to whether to accept the
terms of the Offer, or taking any other action to thwart or interfere
with the Offer, Proposed Cash Merger or Stock Merger;
(b) compelling Cordis to redeem the Rights associated with the
Poison Pill or to amend the Poison Pill so as to make the Rights
inapplicable to the Offer and Proposed Cash Merger, and enjoining
Cordis, its directors, officers, successors, agents, servants,
subsidiaries, employees and attorneys, and all persons acting in
concert or participating with them, from taking any action to
implement, distribute or recognize any rights or powers with respect
to said Rights (other than to redeem the Rights), and from taking any
actions pursuant to the Poison Pill that would dilute or interfere
with plaintiffs' voting rights or in any other way discriminate
against plaintiffs in the
-21-
<PAGE> 22
exercise of their rights with respect to their Cordis stock;
(c) compelling Cordis to approve the Offer and the Proposed Cash
Merger for the purposes of Sections 607.0901 and 607.0902, and
enjoining Cordis, its directors, officers, successors, agents,
servants, subsidiaries, employees and attorneys, and all persons
acting in concert or participation with them, from taking any actions
to enforce or apply Sections 607.0901 and 607.0902 that would
interfere with the commencement, continuation or consummation of the
Offer or Proposed Cash Merger;
(d) declaring and adjudging that the Offer, Proposed Cash Merger
and Stock Merger comply with all applicable laws, obligations and
agreements;
(e) declaring and adjudging that Cordis, its directors, officers,
successors, agents, servants, subsidiaries, employees and attorneys,
and all persons acting in concert or participation with them, may not
commence, and enjoining them from commencing, in any forum other than
this Court, any judicial proceedings that would require litigation, by
way of claim, defense or counterclaim, of any of the claims, defenses
or counterclaims which may be asserted in this lawsuit and that would
delay or impede commencement, continuation
-22-
<PAGE> 23
or consummation of the Offer, Proposed Cash Merger or Stock Merger,
including, without limitation, any proceedings challenging the Offer,
Proposed Cash Merger or Stock Merger or seeking to enforce, apply or
declare the validity of any of Cordis's anti-takeover devices or other
defensive measures;
(f) awarding plaintiffs their costs and disbursements in this
action, including reasonable attorneys' fees; and
(g) granting such other and further relief as to the Court seems
just and proper.
Dated: October 19, 1995
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 Brickell Avenue
Miami, FL 33131
Telephone: (305) 579-0500
Facsimile: (305) 579-0717
By:
\s\ C. Ryan Reetz
----------------------------
DAVID L. ROSS
Florida Bar No. 270954
PEDRO J. MARTINEZ-FRAGA
Florida Bar No. 752282
C. RYAN REETZ
Florida Bar No. 934062
Attorneys for Plaintiffs
Johnson & Johnson and
JNJ Acquisition Corp.
-23-
