SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant toss.240.14a-12
ORAPHARMA, INC.
-------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Johnson & Johnson
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
2
Filed by Johnson & Johnson
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: OraPharma, Inc.
Commission File No.: 000-29839
The following is the text of a joint press release issued by
OraPharma and Johnson & Johnson on November 13, 2002:
Johnson & Johnson
Press Contacts: Jeffrey J. Leebaw Marc Monseau
732-524-3350 732-524-1130
Johnson & Johnson
Investor Contacts: Helen Short Andrea Ferris Lesley Fishman
732-524-6491 732-524-6486 732-524-3922
OraPharma
Press Contact: Jim Ratigan
215-956-2205
FOR IMMEDIATE RELEASE
---------------------
JOHNSON & JOHNSON TO ACQUIRE ORAPHARMA, INC.
ACQUISITION TO EXPAND PORTFOLIO OF ORAL HEALTH PRODUCTS
New Brunswick, NJ and Warminster, PA (November 13, 2002) - Johnson &
Johnson and OraPharma, Inc. (NASDAQ: OPHM) today announced that they have
signed a definitive agreement for Johnson & Johnson to acquire OraPharma, a
specialty pharmaceutical company focused on the development and
commercialization of unique therapeutics. As a result of the acquisition,
OraPharma will operate as part of the Personal Products Company, a member of
the Johnson & Johnson family of companies.
Under the terms of the transaction, OraPharma shareholders will receive
$7.41 for each outstanding OraPharma share. The transaction is valued at
approximately $85 million, net of cash, and is expected to close in the first
quarter of 2003 subject to customary closing conditions and regulatory
approvals. The acquisition is not expected to have a material impact on
revenues or earnings of Johnson & Johnson.
-more-
-2-
OraPharma's initial product, Arestin(TM), represents a therapeutic
advance for the adjunct treatment of periodontal disease. Arestin(TM) is the
first locally administered, time-released antibiotic encapsulated in
microspheres that effectively controls the germs that can cause periodontal
disease, a disease that affects more than 50 million people in the United
States.
"The acquisition of OraPharma allows us to make an important entry into
the professional marketplace," said Michael Sneed, President, Personal
Products Company. "The addition of OraPharma broadens our portfolio of
innovative oral health products."
Headquartered in Warminster, Pennsylvania, OraPharma's strategic focus is
based in large part on their patented microsphere delivery technology with
well characterized compounds. The company's other technological initiatives
include a compound for the treatment of oral mucositis, an agent for bone and
tissue regeneration, and a next generation periodontal therapeutic.
"Becoming part of the Johnson & Johnson family of consumer companies
provides us with the resources to fully realize the potential of Arestin(TM),"
said Michael D. Kishbauch, President and Chief Executive Officer of OraPharma.
"In addition, our future pipeline of technologies offers the potential of
additional novel therapeutics."
Personal Products Company, a division of McNeil-PPC, Inc., develops,
produces and markets innovative Oral Health, Women's Health and Sanitary
Protection products. It is a leader in the fast growing oral health market
with a full line of floss, rinse and toothbrush products. Personal Products is
also a leader in women's health products with vaginal yeast cures, personal
lubricants, and urinary pain relief tablets. The company's comprehensive
product line of sanitary protection products includes pantiliners, tampons and
maxi pads. Leading brands include Monistat(TM), KY-Brand Liquid(TM),
REACH(TM), and Stayfree(TM), Carefree(TM), and o.b.(TM)
-more-
-3-
Johnson & Johnson, with approximately 107,000 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.
(In connection with the above-described transactions, OraPharma, Inc.
intends to file a proxy statement and other materials with the Securities and
Exchange Commission. Security holders are urged to read the proxy statement
and these other materials when they become available because they will contain
important information. Security holders may obtain a free copy of the proxy
statement and these other materials when they become available, as well as
other materials filed with the Securities and Exchange Commission concerning
OraPharma, Inc., at the Securities and Exchange Commission web site at
http://www.sec.gov. Security holders of OraPharma, Inc. may also obtain for
free the proxy statement and other documents filed by OraPharma, Inc. with the
Securities and Exchange Commission in connection with the above-described
transactions by directing a request to OraPharma, Inc. at 732 Louis Drive,
Warminster, PA 18974; Attention: Investor Relations.
OraPharma, Inc. and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from OraPharma, Inc.
stockholders with respect to the merger. Information regarding these directors
and executive officers and their ownership of OraPharma, Inc. common stock is
contained in the proxy statement for OraPharma, Inc.'s 2002 annual meeting of
stockholders. Additional information regarding these directors and executive
officers and their interests will be included in the proxy statement.)
# # #