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Johnson & Johnson Begins Tender Offer to Acquire Mentor Corporation


New Brunswick, NJ . - Johnson & Johnson (NYSE: JNJ) is commencing today, through a new wholly owned subsidiary, Maple Merger, Sub, Inc., a cash tender offer to purchase all outstanding shares of common stock of Mentor Corporation (NYSE: MNT). Johnson & Johnson reported on December 1, 2008 its intent to acquire Mentor.

Upon the successful closing of the tender offer, shareholders of Mentor will receive $31.00 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 ETHICON, Inc., a Johnson & Johnson company.

Johnson & Johnson will file today with the Securities and Exchange Commission a tender offer statement on Schedule TO that provides the terms of the tender offer. Mentor will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Mentorís board of directors that Mentor shareholders accept the tender offer and tender their shares to Johnson & Johnson. As previously announced, Mentorís board of directors has approved the transaction.

The tender offer will expire at 12:00 midnight on January 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 Mentorís common stock on a fully diluted basis. The closing is also conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.


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