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Johnson & Johnson Completes Initial Tender Offer for Mentor Corporation With 92.9% of Shares Tendered


Johnson & Johnson Will Commence Subsequent Offering Period

New Brunswick, NJ .- Johnson & Johnson (NYSE: JNJ) today announced that the initial tender offer, through its wholly owned subsidiary, Maple Merger Sub, Inc., for all outstanding shares of common stock of Mentor Corporation (NYSE: MNT) expired at 5:00 PM (Eastern time) on Jan. 16, 2009, and was not extended.

The depositary for the tender offer has advised Johnson & Johnson that, as of the expiration of the initial tender offer, a total of approximately 31,456,557 shares of Mentor common stock were validly tendered and not withdrawn (including approximately 4,632,228 shares subject to guaranteed delivery procedures), representing approximately 92.9% of the outstanding shares of Mentor common stock. All shares that were validly tendered and not properly withdrawn during the initial offering period have been accepted for payment.

Johnson & Johnson also announced that it will commence through Maple Merger Sub, Inc., a subsequent offering period to acquire all remaining shares of Mentor common stock, which will begin on Tuesday, Jan. 20, 2009 and expire at 12:00 midnight (Eastern time) on Jan. 22, 2009, unless extended. Any shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering shareholders will promptly thereafter be paid $31.00 per share, less any required withholding taxes, in cash and without interest, which is the same amount per share that was offered and paid in the initial offering period. The subsequent offering period enables holders of shares of Mentor common stock who did not tender during the initial offering period to participate in the offer and receive the offer price on an expedited basis rather than waiting until the completion of the merger described below. Shares tendered during the subsequent offering period cannot be delivered by the guaranteed delivery procedure and may not be withdrawn. In addition, shares validly tendered during the initial offering period may not be withdrawn during the subsequent offering period.

If, following the expiration of the subsequent offering period, Maple Merger Sub, Inc. owns at least 90% of the shares of Mentor common stock outstanding, the merger will be completed through what is known as a “short-form merger” without a vote or meeting of Mentor’s remaining shareholders.

Upon closing, the transaction is expected to have a dilutive impact to Johnson & Johnson’s 2009 earnings per share of approximately $.03 - $.05. This amount will be reflected as part of Johnson & Johnson’s earnings guidance, which will be provided on Jan. 20, 2009.


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