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Filed by Johnson & Johnson pursuant to Rules 165 and 425 promulgated under
the Securities Act of 1933, as amended, and deemed filed pursuant to Rule
14a-12 promulgated under the Securities Act of 1934, as amended.
Subject Company: Inverness Medical Technology, Inc.
Commission File No. 000-20871
Johnson & Johnson Inverness Medical Technology
Press Contact: Marc Monseau Investor Contact: Doug Guarino
(732) 524-1130 (781) 647-3900
(Home) (609) 924-7207
Johnson & Johnson
Investor Contacts: Helen E. Short Lesley Fishman Andrea Ferris
(732) 524-6491 (732) 524-3922 (732) 524-6486
FOR IMMEDIATE RELEASE
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Form S-4 for Johnson & Johnson and Inverness Medical Technology's
Transaction to be reviewed by the SEC
New Brunswick, NJ and Waltham, MA (August 29, 2001) - Johnson & Johnson
(NYSE: JNJ) and Inverness Medical Technology (AMEX: IMA) received notification
from the SEC that it will review the Form S-4 filed by Inverness Medical
Innovations, Inc. (a subsidiary of Inverness Medical Technology) in
anticipation of Johnson & Johnson's previously announced acquisition of
Inverness' diabetes business and the split-off of Inverness' women's health,
nutritional supplements and clinical diagnostics businesses to form Inverness
Medical Innovations, Inc. In connection with its review of the Inverness
Medical Innovations Form S-4, the SEC notified Johnson & Johnson that it will
monitor Johnson & Johnson's Form S-4 filed for the same transaction. The
Companies still expect to close the transaction in the fourth quarter of this
year.
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, forecasts and assumptions that are subject to
risks and uncertainties which could cause actual outcomes and results to differ
materially from these statements. Risks and uncertainties include the
satisfaction of the conditions to closing, including receipt of shareholder and
regulatory approval; the tax-free nature of the acquisition of the diabetes
care products business of Inverness; general industry and market conditions;
general domestic and international 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 healthcare
reform; trends toward managed care and healthcare cost containment, and
governmental laws and regulations affecting domestic and foreign operations.
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A further list and description of these risks, uncertainties and other
factors can be found in Johnson & Johnson's Cautionary Statement filed as an
Exhibit to Johnson & Johnson's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, (copies of which are available on request from the
Company) and in Inverness' reports filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, including
without limitation those risks and uncertainties described under "Certain
Factors Affecting Future Results'' in Exhibit 13.1 to Inverness' Annual Report
on Form 10-K for the year ended December 31, 2000. The companies disclaim any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This material is not a substitute for the definitive proxy statement/
prospectus Johnson & Johnson and Inverness Medical Technology (and a subsidiary
thereof) will file with the Securities and Exchange Commission. A preliminary
proxy statement/prospectus was filed with the Securities and Exchange
Commission on August 13, 2001. Investors are urged to read the proxy
statement/prospectus that contains important information, including detailed
risk factors. The proxy statement/prospectus and other documents filed by
Johnson & Johnson and Inverness Medical Technology (and a subsidiary thereof)
with the Securities and Exchange Commission are available free of charge at the
SEC's website (www.sec.gov) or by directing a request to Johnson & Johnson, One
Johnson & Johnson Plaza, New Brunswick, NJ 08933 Attn: Investor Relations; or
by directing a request to Inverness Medical Technology, Inc., 51 Sawyer Road,
Suite 200, Waltham, MA 02453, Attention: Investor Relations, telephone (781)
647-3900.
Inverness Medical Technology, its directors, and certain of its
executive officers may be considered participants in the solicitation of
proxies in connection with the proposed transactions. Information about the
directors and executive officers of Inverness Medical Technology and their
ownership of Inverness Medical Technology stock is set forth in the proxy
statement for Inverness Medical Technology's 2001 annual meeting of
shareholders. Investors may obtain additional information regarding the
interests of such participants by reading the prospectus/proxy statement when
it becomes available.
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