Johnson & Johnson’s Acquisition of Synthes

On April 27, 2011, Johnson & Johnson and Synthes, Inc., a premier global manufacturer of orthopaedic devices, announced that they have entered into a definitive agreement whereby Johnson & Johnson will acquire Synthes for $21.3 billion. This is the largest acquisition in Johnson & Johnson’s 125-year history. Cravath represented Johnson & Johnson in connection with this transaction.

The Boards of Directors of Johnson & Johnson and Synthes have each unanimously approved the transaction, which is subject to regulatory approvals, customary closing conditions and approval of Synthes’s stockholders.

Upon completion of this transaction, Synthes and DePuy, a Johnson & Johnson company, will comprise the largest business in Johnson & Johnson’s Medical Devices and Diagnostics segment.

The Cravath team included partner Robert I. Townsend III and associates Mina M. Farbood and Kimberly Lacee Bass on corporate matters; partner Eric W. Hilfers and associates Jarrett R. Hoffman and Michael J. Schobel on executive compensation and benefits matters; and partner Andrew W. Needham and associates J. Leonard Teti II and Andrew Carlon on tax matters.