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ETHICON Receives Offer from One Equity Partners to Purchase Professional Wound Care Business

SOMERVILLE, N.J., July 1 /PRNewswire/ -- ETHICON, Inc., a Johnson & Johnson company, today announced it has received an irrevocable, unconditional offer from One Equity Partners to acquire the Professional Wound Care business. ETHICON conducted a competitive bidding process to prepare for the divestiture of the Professional Wound Care business, and as a result of such process and receipt of the offer has decided to grant exclusivity to One Equity Partners. The Professional Wound Care business generated annual net sales of approximately $270 million in 2007. Financial terms of the transaction are not being disclosed.

Under the terms of the offer, One Equity Partners would acquire the Professional Wound Care product portfolio, which contains such brands as PROMOGRAN(R) Matrix Wound Dressing, TIELLE(R) Hydropolymer Dressing and REGRANEX(R) (becaplermin) Gel 0.01%, a prescription treatment for lower extremity diabetic ulcers, as well as a portfolio of general wound care products. Also included in the transaction would be an R&D and manufacturing facility located in Gargrave, England, which has long served as the operations center for the Professional Wound Care business.

Established in 2001, One Equity Partners manages $8 billion of investments and commitments for JPMorgan Chase & Co. in direct private equity transactions. Partnering with management, One Equity Partners invests in transactions that initiate strategic and operational changes in businesses to create long-term value.

The acceptance period for the offer will end on August 22, 2008, unless extended, and during such period ETHICON will consult with the relevant works councils and trade unions. If the offer is accepted by ETHICON, the proposed transaction will be subject to the fulfillment of certain conditions, including, but not limited to, the receipt of applicable anti-trust clearances. If the offer is accepted, and the closing conditions are satisfied, the proposed transaction would be expected to close later in 2008.

"As we continually review our business priorities and seek to optimize our strategic options, we made the decision to explore the potential sale of the Professional Wound Care business," said Alex Gorsky, Company Group Chairman, Johnson & Johnson. "We believe the offer from One Equity Partners shows a commitment to support the development of the business and offers exciting prospects for our employees, customers and patients."

An important element of the offer from One Equity Partners is recognition of the value of the operational and commercial expertise of the approximately 800 personnel that would be affected by the transaction. Substantially all of such individuals would be expected to transfer with the business.

"One Equity Partners is excited about the prospect of working with ETHICON on this important transaction," said Dick Cashin, Managing Partner, One Equity Partners. "Long-term global demographics point to sustainable growth in the wound care market in developed and developing countries and the Professional Wound Care business of ETHICON is a strong platform from which we can build. One Equity Partners is committed to providing the necessary resources to support the business' continued growth and expansion."

About the Professional Wound Care Business

The Professional Wound Care business comprises both advanced wound care and general wound care products. The advanced wound care products are used to actively promote wound healing, control infection and help maintain a moist wound-healing environment. The general wound care products are primarily inert dressings, such as gauzes and swabs used to clean, absorb and protect internal and external tissue.

About One Equity Partners

Over recent years, One Equity Partners has invested approximately $3.5 billion to acquire over thirty companies in a variety of industries including defense, chemicals, healthcare, technology and manufacturing. One Equity Partners' investment professionals are located across North America, Europe and Asia, with offices in New York, Chicago, Menlo Park, Frankfurt and Hong Kong. Visit for more information.

About ETHICON, Inc.

ETHICON, Inc., a Johnson & Johnson company, is a global medical device company that develops and markets surgical products for use in general surgery, wound management and women's health & urology. For more information about ETHICON, please visit

This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Johnson & Johnson's expectations and projections. Risks and uncertainties include general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; domestic and foreign health care reforms and governmental laws and regulations; and trends toward health care cost containment. A further list and description of these risks, uncertainties and other factors can be found in Exhibit 99 of the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2007. Copies of this Form 10-K, as well as subsequent filings, are available online at, or on request from Johnson & Johnson. Johnson & Johnson does not undertake to update any forward-looking statements as a result of new information or future events or developments.

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