Johnson & Johnson and Synthes Announce Definitive Merger Agreement to Create World s Most Innovative and Comprehensive Orthopaedics Business

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1 Filed by Johnson & Johnson Pursuant to Rule 425 under the Securities Act of 1933 Johnson & Johnson and Synthes Announce Definitive Merger Agreement to Create World s Most Innovative and Comprehensive Orthopaedics Business

2 Transaction Overview Johnson & Johnson has entered into a definitive merger agreement to acquire Synthes Price per Synthes share: based on CHF per share; transaction valued at $21.3 Bn Subject to certain conditions, shares will be exchanged for CHF in cash and CHF in J&J common stock Net acquisition cost of $19.3 Bn Anticipated closing: first half of 2012 Subject to regulatory approvals

3 A Compelling Combination: DePuy & Synthes Opportunity to help millions of patients around the world Future Growth Formula: Increased breadth and depth of technology worldwide DePuy offers a strong portfolio in joint replacement and sports medicine Synthes is a leader in trauma, cranio-maxillofacial, and power tools Both companies provide complementary portfolios in spine Shared capabilities and services Product development and robust pipelines Potential for convergence across Johnson & Johnson Global reach in developed and particularly in emerging markets Deep expertise and commitment to professional education Shared cultural beliefs Both companies share similar values Work relentlessly to meet the needs of health care professionals and health systems

4 Synthes: Business Overview Well recognized for innovation and business leadership Trauma, spine, cranio-maxillofacial and power tools 2011 key priorities Continued growth through new products 70% of 2010 sales growth in new products Target under-penetrated markets Emerging markets: investment to drive continued growth Productivity improvement initiatives

5 Synthes Impressive Operating Model Financial Strength: Revenue $3.7 Billion; Sales CAGR ( 01-10) 15% Gross Profit $3.0 Billion; 83% to sales Operating Income $1.3 Billion; 35% to sales Net Income $0.9 Billion; 24% to sales Infrastructure: Employees: > 11,000 Over 40 subsidiaries and 50 distributors across 4 regions NA accounts for 60% of global sales AO Foundation Production facilities in the United States, Austria, China, Germany and Switzerland

6 SOURCE: Wall Street research and Synthes investor presentation Complementary Strengths: Synthes Position in Trauma Disease areas Market size/ Growth 1 Fractures Deformities Limb Tumors Long limb stability $4.7 Billion / 7% CAGR ( 10-18) Major products Plates and screw systems Intramedullary nailing systems External fixation Bone void fillers Consistent growth Customer loyalty Stable Pricing 1 Based on 2010 figures

7 SOURCE: Wall Street research and Samson investor presentation Complementary Strengths: Synthes Position in CMF Disease areas Market size/ Growth 1 Facial trauma/ reconstruction Head and neck tumors Craniofacial surgery $0.7 Billion / 7% CAGR ( 10-18) Major products Plates and screw systems Rapid resorbable fixation Orthodontic bone anchor Patient-specific implants Sternal closure (market expansion) Growing volume (e.g., tumors) New technologies/techniques Stable pricing 1 Based on 2010 figures

8 Complementary Strengths: DePuy s Position in Knee Replacement SOURCE: DePuy internal estimates Disease areas Osteoarthritis Major products Sigma High Performance Platform Sigma High Performance Partial Knee Market size/ Growth 1 $7.3 Billion / 5.0% CAGR ( 10-18%) Most commonly performed joint replacement Favorable demographics Continued demand for improvements in technology 1 Based on 2010 figures

9 SOURCE: DePuy internal estimates Complementary Strengths: DePuy s Position in Hip Replacement Major products Disease areas Market size/ Growth 1 Osteoarthritis Osteoporotic fracture $6.5 Billion / 4.5% CAGR ( 10-18%) AltrX Altralinked Polyethylene Pinnacle Acetabular Cup System Ceramax Ceramic-on-Ceramic Total Hip System Favorable demographics Drive toward minimally invasive procedures Continued demand for improvements in technologies 1 Based on 2010 figures

10 Significant Shareholder Value 2011 Guidance: No impact to previously communicated guidance; excluding the impact of special items After tax charges related to the cost of the transaction ($500-$600 MM); to be included in special items And Beyond: 2012 will have a modestly dilutive impact: (1-2%) of earnings per share, excluding special items Special items considered on an after tax basis are amortization of intangibles and inventory step up, restructuring costs, and other costs to execute the transaction 2012 current estimates of $1-$1.2 billion Integration plans will be evaluating cost synergy opportunities Strategically important for enhancing our leadership position in healthcare

11 The Future Growth Formula Creating the world's most comprehensive and innovative orthopaedics business Enhanced portfolio of products in key orthopaedic categories Enhanced presence in major developed and emerging markets Breadth of technologies for new product development Dedication to professional development and service Benefits millions of patients around the world

12 Additional Information and Where to Find It Johnson & Johnson will file with the SEC a registration statement on Form S-4, in which a proxy statement will be included as a prospectus, and other documents in connection with the proposed acquisition of Synthes. The proxy statement/prospectus will be sent to the stockholders of Synthes. Before making any decision with respect to the proposed transaction, stockholders of Synthes are urged to read the proxy statement/prospectus and other relevant materials because these materials will contain important information about the proposed transaction. The registration statement and proxy statement/prospectus and other documents which will be filed by Johnson & Johnson with the SEC will be available free of charge at the SEC s website, or by directing a request to Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933, Attention: Investor Relations; or by directing a request to Synthes, Inc., c/o Synthes Gmbh, Glutz-Blotzheim-Strasse 3, 4500 Solothurn, Switzerland, Attention: Investor Relations. Certain executive officers and directors of Synthes have interests in the proposed transaction that may differ from the interests of stockholders generally, including benefits conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. (This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 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 the expectations and projections of Johnson & Johnson and Synthes, Inc. Risks and uncertainties include, but are not limited to, the satisfaction of closing conditions for the acquisition, including receipt of regulatory approvals for the transaction, receipt of approval by the shareholders of Synthes for the transaction, and the possibility that the transaction will not be completed, or if completed, will not be completed on a timely basis; general industry conditions and competition; economic factors, 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; trends toward health care cost containment; and increased scrutiny of the healthcare industry by government agencies. In addition, if and when the transaction is consummated, there will be risks and uncertainties related to Johnson & Johnson s ability to successfully integrate the products and employees of Johnson & Johnson and Synthes, as well as the ability to ensure continued performance or market growth of Synthes products. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Johnson & Johnson and Synthes can be found in Exhibit 99 of Johnson & Johnson s Annual Report on Form 10-K for the fiscal year ended January 2, 2011, and Synthes Annual Report Copies of these filings, as well as subsequent filings, are available online at or on request from Johnson & Johnson or Synthes. Neither Johnson & Johnson nor Synthes undertakes to update any forward-looking statements as a result of new information or future events or developments.)

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