SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 to Section 240.14a-12
CONOR MEDSYSTEMS, 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 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:
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The following text was sent to Conor Medsystems, Inc.
and Cordis Corporation employees on December 8, 2006.
December 8, 2006
To Cordis Corporation and Conor Medsystems, Inc.
Associates:
The cardiovascular market continues to be one of the
fastest growing segments of the health care industry as
populations in the United States and other countries
continue to age. Upon the completion of the acquisition,
which is subject to certain closing conditions, the
relationship between Conor Medsystems, Inc. and Cordis
Corporation would create a unique opportunity for two
exceptional companies with strong technology capabilities
and outstanding employees to build a stronger, more
diverse cardiovascular franchise. The combination of
talent from Conor Medsystems and Cordis businesses gives
us the ability to advance the vision of defeating
cardiovascular disease by delivering better medical
options sooner to many millions of patients suffering from
cardiovascular disease.
To ensure our capacity to deliver these important new
therapies, we have formed an Acceleration Steering
Committee comprised of Frank Litvack, Chairman and Chief
Executive Officer; Michael Boennighausen, Vice President
and Chief Financial Officer; Jeff Shanley, Founder and
Chief Technology Officer; and Azin Parhizgar, Vice
President and Chief Operating Officer from Conor
Medsystems, and Rick Anderson, Company Group Chairman,
Johnson & Johnson; Todd Pope, President, Cordis
Cardiology; Joe Prati, Vice President, Finance; Campbell
Rogers, Chief Technology Officer; and Lisa Uthgenannt,
Vice President, Human Resources from Cordis Corporation, a
Johnson & Johnson company.
The proposed acquisition of Conor Medsystems affirms
Cordis' focus on accelerated growth through expanded
capabilities and investment in Conor Medsystems'
technologies. Through a multiyear strategy, we will build
on the complementary expertise of both organizations. To
achieve this goal, the Steering Committee has
responsibility for establishing the acceleration
objectives and guiding principles, organizing work teams
from each company, monitoring the planning process,
approving transition plans, and overseeing the transition
implementation.
This past week, the Steering Committee met and agreed on
the mission and goals of our planned future together and
the three phases of our integration strategy.
- The first phase will accelerate and enhance the
capabilities and programs of Conor Medsystems with support
from Cordis and Johnson & Johnson
- The second phase will create a drug delivery center
of excellence in vascular technologies, including an
Advanced R&D center that focuses on delivering
therapeutics through medical devices. This is a critical
component of Cordis' West Coast Strategy to enhance
research and development capabilities around innovative
product concepts.
- The third phase will explore possibilities in a broad
range of clinical indications beyond cardiovascular
categories.
Our work will be guided by the following principles:
- Protecting, maintaining, and investing in the Conor
Medsystems technology platform
- Retaining and enriching technical capabilities and
talent of both organizations
- Utilizing Cordis and Johnson & Johnson resources,
lessons learned, and infrastructure
- Respecting each others' ideas, capabilities, and
expertise
Upon closure, our near-term efforts will focus on the
following activities:
- Supporting efforts to secure approvals for Conor
products worldwide
- Fully integrating Conor Medsystems products into the
Cordis global sales and marketing strategy
- Expanding the Cordis West Coast Innovation Strategy
to include Conor Medsystems
Within the coming weeks, Acceleration Leaders from each
company will be named and these individuals will form
their teams. The teams will develop detailed goals and a
work plan for the successful implementation of the three-
phase strategy. It is important for us all to remember
that the implementation of the strategy would become
effective only upon conclusion of the acquisition,
projected for the first quarter of 2007.
Collaborative teams will be providing more clarity to both
organizations as we work together to further define our
strategy to accelerate our growth. Together, we are
certain that our combined organization will accomplish
more together than either could have alone.
We know we can count on your focus, collaboration, and
commitment to our combined success. The first steps we
take together will be critical toward our long term
ability to achieve our goals and realize our potential to
positively impact health care professionals, patients, and
employees. We will communicate our progress frequently,
but in the meantime, feel free to contact your respective
Acceleration Steering Committee members with additional
questions.
Thank you for your enthusiasm and dedication to our shared
goals.
Sincerely,
Rick Anderson Frank Litvack, MD
Company Group Chairman Chairman & CEO
Cordis Corporation Conor Medsystems
Forward Looking Statements
The above memorandum 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 Johnson & Johnson's and
Conor Medsystem's expectations and projections. Risks
and uncertainties include satisfaction of closing
conditions including receipt of regulatory approvals
for the transaction, and the possibility that the
transaction will not be completed; 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 of Johnson &
Johnson's Annual Report on Form 10-K for the fiscal
year ended January 1, 2006 and Conor Medsystem's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006. These filings, as well as
subsequent filings, are available online at www.sec.gov
or on request from the applicable company. Neither
company undertakes to update any forward-looking
statements as a result of new information or future
events or developments.
Additional Information About the Proposed Transaction
and Where To Find It
In connection with the proposed transaction, Conor
Medsystems intends to file a proxy statement and other
relevant materials with the Securities and Exchange
Commission (the "SEC"). Before making any voting
decision with respect to the proposed transaction,
stockholders of Conor Medsystems are urged to read the
proxy statement and other relevant materials because
they will contain important information about the
proposed transaction. The proxy statement and other
relevant materials, and any other documents filed by
Conor Medsystems with the SEC, may be obtained free of
charge at the SEC's website at www.sec.gov. In
addition, stockholders of Conor Medsystems may obtain
free copies of the documents filed with the SEC by
contacting Conor Medsystems at (650) 614-4100, or Conor
Medsystems, Inc., 1003 Hamilton Court, Menlo Park, CA
94025. You may also read and copy any reports,
statements, and other information filed by Conor
Medsystems with the SEC at the SEC public reference
room at 100 F Street, NE, Room 1580, Washington, DC
20549. Please call the SEC at 1-800-SEC-0330 or visit
the SEC's website for further information on its public
reference room.
Conor Medsystems and Johnson & Johnson and each of
their executive officers and directors may be deemed to
be participants in the solicitation of proxies from
Conor Medsystems' stockholders in favor of the proposed
transaction. A list of the names of Conor Medsystems'
executive officers and directors and a description of
their respective interests in Conor Medsystems are set
forth in the proxy statement for Conor Medsystems' 2006
Annual Meeting of Stockholders, which was filed with
the SEC on April 28, 2006, and in any documents
subsequently filed by its directors and executive
officers under the Securities and Exchange Act of 1934,
as amended. Certain executive officers and directors of
Conor Medsystems have interests in the proposed
transaction that may differ from the interests of
stockholders generally, including benefits conferred
under retention, severance and change in control
arrangements and continuation of director and officer
insurance and indemnification. These interests and any
additional benefits in connection with the proposed
transaction will be described in the proxy statement
when it becomes available.