J&J/Synthes Deal Could Close Next Thursday

In short

It looks like the final straight for Synthes, Inc. with today’s announcement that the completion of the previously announced merger with Johnson & Johnson may be anticipated as early as next Thursday, June 14. In a release issued on its website the company states that the deal will be completed subject to receipt of the required merger clearance from the Federal Trade Commission of the United States (FTC) and termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.


Following the expected clearance, Johnson & Johnson will have satisfied the regulatory approval requirements under the merger agreement to complete the business combination with Synthes.

If the closing occurs on June 14, the last day of trading in Synthes stock on SIX Swiss Exchange would be June 13, 2012. Trading would be suspended on June 14 and June 15, 2012 and the delisting would become effective as per June 18, 2012. A final notice of delisting confirming these dates would be released prior to the commencement of trading on SIX Swiss Exchange on June 13, 2012.

According to the Synthes news release, under the terms of the merger agreement, each share of Synthes stock will be exchanged for CHF 55.65 in cash and CHF 103.35 in Johnson & Johnson common stock, provided the volume weighted average Johnson & Johnson common stock price, as calculated in CHF, is between CHF 52.54 and CHF 60.45 during the 10-day trading period ending on and including the trading day that is two trading days prior to the transaction closing (the calculation will be based on the World Market Fix rate for each of the trading days in the 10-day trading period). Each Synthes share exchanged will be converted into CHF 55.65 in cash, plus not more than 1.9672 and not fewer than 1.7098 shares of Johnson & Johnson common stock.

Source: Synthes Inc.