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Published on 1/23/2009 in the Prospect News Special Situations Daily.

Mentor investors tender 93.9% of shares in offer by Johnson & Johnson; merger closes

By Susanna Moon

Chicago, Jan. 23 - Mentor Corp. shareholders tendered 31,806,675 shares, or 93.9%, of the company's outstanding common stock in Johnson & Johnson's cash tender offer for Mentor shares.

The offering period expired at midnight ET on Thursday, according to a press release by Johnson & Johnson.

Johnson & Johnson then completed the acquisition of Mentor through what is known as a short-form merger, or one without a vote or meeting of Mentor's remaining shareholders.

Each of the remaining Mentor shares was converted into the right to receive $31 per share in cash without interest.

"Mentor will become the cornerstone of a broader Johnson & Johnson strategy for aesthetic medicine - serving both consumers and medical professionals," Gary Pruden, company group chairman for Johnson & Johnson, with responsibility for the Ethicon, Inc. franchise, said in a separate release.

"We will use our combined strengths and experience to build a market-leading aesthetic business that capitalizes on Johnson & Johnson's broad-based commercial capabilities, worldwide surgical care footprint and clinical scientific capabilities."

On Jan. 15, Johnson & Johnson said it received all the required foreign antitrust and similar regulatory clearances required for its cash tender offer for Mentor.

Maple Merger Sub, Inc., a Johnson & Johnson subsidiary, began the $31-per-share tender offer for Mentor on Dec. 1.

Johnson & Johnson, a New Brunswick, N.J.-based pharmaceutical company, agreed to acquire Mentor in a transaction valued at $1.07 billion.

Mentor will operate as a standalone business unit reporting through Johnson & Johnson's Ethicon.

Santa Barbara, Calif.-based Mentor develops products for the aesthetics and general surgery markets.


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