Johnson & Johnson
Mar 22, 2002

Johnson & Johnson to Acquire Tibotec-Virco

NEW BRUNSWICK, N.J., March 22 /PRNewswire-FirstCall/ -- Johnson & Johnson today announced it has signed a definitive agreement to acquire all of the assets of Tibotec-Virco NV, a privately-held biopharmaceutical company focused on developing anti-viral treatments, with several promising compounds in development for the treatment of infectious diseases including HIV. The transaction is valued at approximately $320 million in cash and debt.

Johnson & Johnson is expected to incur a one-time charge of approximately $145 million, or $0.05 per share, upon closing, reflecting the write-off of in-process research and development costs. The transaction is anticipated to close in the second quarter of 2002 subject to customary closing conditions and regulatory approvals. Excluding one-time charges, the acquisition is not expected to impact earnings for 2002 or 2003.

"Tibotec-Virco will provide a good strategic fit with our current pharmaceutical research and development operations," said Dr. Per Peterson, Chairman, Research & Development for the pharmaceuticals group of Johnson & Johnson. "By combining Tibotec-Virco's expertise with our own research and development activities, we will expand our drug discovery and development capabilities, particularly in the field of anti-viral therapies."

Headquartered in Mechelen, Belgium, Tibotec-Virco applies the latest techniques in ultra-high throughput screening, pharmacogenomics, molecular biology and artificial intelligence to discovering and developing new drugs. The company has drug discovery and development programs focusing on potential new drugs that are active against drug-resistant strains of HIV including two products in early clinical development. Tibotec-Virco also has early stage research programs concentrating on the development of treatments for hepatitis C and other infectious diseases. In addition to its drug discovery operations, Tibotec-Virco provides HIV drug resistance testing and other analytical services under the name of Virco. The company has operations in Mechelen, Belgium, Durham, North Carolina and Dublin, Ireland.

"Becoming part of the Johnson & Johnson family of companies will give us the long-term financial stability needed to fulfill our mission of discovering and developing new anti-viral drugs," said Dr. Rudi Pauwels, Chief Scientific Officer and one of the founders of Tibotec-Virco together with Dr. Paul Stoffels. "We will be able to access the research, development and marketing resources of Johnson & Johnson while maintaining the flexibility necessary for truly innovative and cutting-edge research."

Johnson & Johnson, with approximately 101,800 employees, is the world's most comprehensive and broadly based manufacturer of health care products, as well as a provider of related services, for the consumer, pharmaceutical and medical devices and diagnostics markets. Johnson & Johnson has 197 operating companies in 54 countries around the world, selling products in more than 175 countries.

  • (This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. 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 Company's expectations and projections. Risks and uncertainties include general industry conditions and competition; economic conditions, 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; and trends toward health care cost containment. A further list and description of these risks, uncertainties and other factors can be found in Exhibit 99(b) of the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 30, 2001. Copies of this Form 10-K are available on request from the Company. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.)