A Medical Device Daily

Johnson & Johnson (J&J; New Brunswick, New Jersey) said it is initiating its cash tender offer to purchase all outstanding shares of common stock of Mentor (Santa Barbara, California). Johnson & Johnson reported earlier this month its intent to acquire Mentor for $1.07 billion (Medical Device Daily, Dec. 2, 2008).

Upon the successful closing of the tender offer, shareholders of Mentor will receive $31 in cash for each share of Mentor common stock tendered in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, Mentor will operate as a stand-alone business unit reporting through J&J's Ethicon (Somerville, New Jersey) business.

The tender offer will expire at midnight on Jan. 12, 2009, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is conditioned on the tender of a majority of the outstanding shares of Mentor's common stock on a fully diluted basis.

The closing also is conditioned on U.S. antitrust law clearance and other customary closing conditions.

J&J also reported that the Israeli General Director of the Antitrust Authority has approved its proposed $438 million acquisition of Omrix Biopharmaceuticals (New York), under the Restrictive Trade Practices Law 5748-1988 of Israel.

J&J reported its intention to acquire Omrix for $25 a share on Nov. 24 (MDD, Nov. 25, 2008).

The approval, which was dated Dec. 10, satisfies one of the conditions to the tender offer, which is set to expire at midnight on Dec. 23. The tender offer also is conditioned on the tender of a majority of the outstanding shares of Omrix's common stock on a fully diluted basis, the approval by the Investment Center of Israel of the proposed acquisition and the satisfaction of other customary closing conditions.