Johnson & Johnson’s Acquisition of Omrix

On November 24, 2008, Johnson & Johnson and Omrix Biopharmaceuticals, Inc. announced a definitive agreement whereby Omrix, a fully integrated biopharmaceutical company that develops and markets biosurgical and immunotherapy products, will be acquired for approximately $438 million in a cash tender offer. Under the terms of the agreement, Johnson & Johnson will commence a tender offer to purchase all outstanding shares of Omrix at $25 per share. The tender offer is expected to close by the end of December 2008. Omrix is expected to operate as a stand-alone entity reporting through ETHICON, Inc., a Johnson & Johnson company and a Cravath client.

The lawyers involved are partner Robert I. Townsend and associates Mile T. Kurta, Cherylyn H.B. Ahrens, Joseph D. Zavaglia, Richard M. Brand and Ksenia Kokareva on corporate matters; partner Eric W. Hilfers and associate Jarrett R. Hoffman on executive compensation and benefits matters; and senior attorney Gregory J. Battista and associate Matthew Morreale on environmental matters.