SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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[X] Soliciting Material Pursuant to section 240.14a-12
3-DIMENSIONAL PHARMACEUTICALS, INC.
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(Name of Registrant as Specified in its Charter)
Johnson & Johnson
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Filed by Johnson & Johnson
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: 3-Dimensional Pharmaceuticals, Inc.
Commission File No.: 001-16019
The following is the text of a joint press release issued by
3-Dimensional Pharmaceuticals, Inc. and Johnson & Johnson on January 16, 2003:
Johnson & Johnson
Press Contacts:
Marc Monseau Jeffrey J. Leebaw
(732) 524-1130 (732) 524-3350
Home (609) 924-7207 (732) 821-6007
Johnson & Johnson
Investor Contacts: Helen E. Short Stan Panasewicz Lesley Fishman
(732) 524-6491 (732) 524-2524 (732) 524-3922
3-Dimensional Pharmaceuticals, Inc.
Press Contact: Scott Horvitz
Chief Financial Officer
(267) 757-7208
FOR IMMEDIATE RELEASE
Johnson & Johnson to Acquire 3-Dimensional Pharmaceuticals, Inc.
Acquisition to Expand Johnson & Johnson's
Pharmaceutical Research and Development Capability
New Brunswick, NJ and Yardley, PA (January 16, 2003) - Johnson & Johnson
and 3-Dimensional Pharmaceuticals, Inc. (Nasdaq: DDDP), 3DP, today announced
that they signed a definitive agreement under which Johnson & Johnson will
acquire 3DP, a company with a technology platform focused on the discovery and
development of therapeutic small molecules.
Under the terms of the agreement, 3DP shareholders will receive $5.74 for
each outstanding 3DP share. The value of the transaction as of the anticipated
closing date is estimated to be approximately $88 million, net of cash. The
transaction is expected to close during the first half of the second quarter
of 2003, subject to regulatory approvals and other closing conditions. The
acquisition is not expected to have a material impact on revenues or earnings
of Johnson & Johnson.
"3DP will provide a good strategic fit with our pharmaceutical discovery
and development capabilities," said Dr. Per Peterson, Chairman, Research &
Development for the pharmaceuticals group of Johnson & Johnson. "The addition
of 3DP's expertise and proprietary drug discovery technology will expand and
enhance our own new pharmaceutical development efforts."
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Headquartered in Yardley, Pennsylvania, 3DP applies the latest techniques
in high throughput screening, combinatorial chemistry, X-ray crystallography,
structure-based drug design and cheminformatics to discover and develop new
drugs in the areas of oncology, inflammation, metabolic and cardiovascular
diseases. 3DP's proprietary drug discovery technology, known as
DiscoverWorks(R), is intended to increase the productivity of the drug
discovery process and enables scientists to design improved characteristics
into lead drug candidates.
3DP has drug discovery and development programs focusing on potential new
drugs in early stage development for the treatment of cardiovascular
disorders, oncology and inflammation. 3DP has research operations in Exton,
Pennsylvania and Cranbury, New Jersey.
"The merger with Johnson & Johnson is a wonderful opportunity for 3DP to
fully realize its drug discovery mission and to exploit its technologies on a
broad scale," said Dr. David U'Prichard, Chief Executive Officer, 3DP.
"Johnson & Johnson will provide an outstanding environment for our employees,
and we look forward to working closely with and contributing to the success of
their worldwide research and development."
Johnson & Johnson, with approximately 108,300 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 198 operating
companies in 54 countries around the world, selling products in more than 175
countries.
3DP (http://www.3dp.com), which has about 200 employees, is dedicated to
small molecule drug discovery and development. 3DP's proprietary platform,
DiscoverWorks(R), has the potential to produce drug candidates suitable for
faster development, with fewer resources and a higher probability of success
than using conventional drug discovery methods.
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(In connection with the above-described transactions, 3DP 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 3DP at
the Securities and Exchange Commission web site at http://www.sec.gov.
Security holders of 3DP may also obtain for free the proxy statement and other
documents filed by 3DP with the Securities and Exchange Commission in
connection with the above-described transactions by directing a request to 3DP
at 1020 Stony Hill Road, Yardley, PA 19067; Attention: Investor Relations.
3DP and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from 3DP stockholders with respect
to the merger. Information regarding these directors and executive officers
and their ownership of 3DP common stock is contained in the proxy statement
for 3DP's 2002 annual meeting of stockholders. Additional information
regarding these directors and executive officers and their interests will be
included in the proxy statement.
Statements relating to 3DP in this press release that are not historical
are "forward-looking" statements that involve a high degree of risk and
uncertainty. Such statements are only predictions, and the actual events or
results may differ materially from those projected in such forward-looking
statements. Factors that could cause or contribute to differences include, but
are not limited to, risks associated with 3DP's new and uncertain
technologies, clinical trials and product development, the long and arduous
process of obtaining regulatory approval, 3DP's dependence on existing
strategic alliances and new collaborations, 3DP's dependence on patents and
proprietary rights, 3DP's ability to protect and enforce its patents and
proprietary rights, the development and availability of competitive products
or technologies, 3DP's ability to attract and retain talented employees, its
cash burn and its ability to manage its efforts as a company increasingly
focused on internal product research and development. These risks and
uncertainties are discussed in the section of 3DP's Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2001, filed with the Securities and
Exchange Commission entitled "Factors Affecting the Company's Prospects."
Copies of this form 10-K are available on request from 3DP.
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This press release contains "forward-looking statements" about Johnson &
Johnson 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
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 Johnson & Johnson's Annual
Report on Form 10-K for the fiscal year ended Dec. 30, 2001. Copies of this
Form 10-K are available online at http://www.sec.gov, or upon request from
Johnson & Johnson. Johnson & Johnson assumes no obligation to update any
forward-looking statements as a result of new information or future events or
developments.)
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