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12 Jan 2006
MOODY'S AFFIRMS Aaa/PRIME-1 RATINGS OF JOHNSON & JOHNSON; STABLE OUTLOOK
Second Revised Guidant Merger Agreement
New York, January 12, 2006 -- Moody's Investors Service affirmed the Aaa/Prime-1 ratings of Johnson
& Johnson (J&J). This rating action follows the announcement
that J&J and Guidant have entered a revised merger agreement in which
J&J intends to acquire Guidant in a stock-and-cash financed
transaction valued at approximately $23.2 billion.
Moody's estimates that net of cash acquired, the cash cost
would be approximately $10 billion.
The affirmation of J&J's ratings reflects Moody's belief that the
transaction parameters remain consistent with J&J's Aaa rating
based upon: (1) Guidant's good position in the implantable cardioverter
defibrillator (ICD) market, its bare metal stent technology and
delivery systems, and the longer term opportunities from bio-absorbable
stents; (2) the use of equity to fund approximately 50% of
the net cost of the transaction; and (3) J&J's extremely robust
financial condition, based on excellent product diversity,
extremely strong cash flow to gross debt coverage, and a highly
liquid balance sheet.
Although the value of the acquisition has declined following recall problems
affecting Guidant's ICDs, Moody's believes that J&J's excellent
credit quality will not be substantially diminished as it addresses these
issues and attempts to regain lost market share in ICDs. J&J's
acquisition strategy has been successful to date. Moreover,
Moody's views favorably the incremental diversification away from the
higher-risk pharmaceutical business achieved by the proposed transaction.
Following the transaction, J&J appears well positioned to maintain
"Aaa" levels for nearly all 15 ratios considered in Moody's
Global Pharmaceutical Rating Methodology. These include product
concentration (Top 3 products less than 30% of total revenue),
profitability (EBITA margin > 25%), cash flow relative
to debt > 75%, free cash flow to debt > 40%,
and cash coverage of debt > 75%. The primary factor creating
any rating pressure is J&J's late stage pharmaceutical pipeline,
which Moody's scores in the "B" category because it
appears unlikely to deliver peak sales representing more than 10%
of J&J's total revenue base. However, significant
cushion in the cash flow and cash coverage ratios continues to offset
this concern.
Moody's believes that the primary risks to the transaction include:
(1) integration risk, including successfully resolving any remaining
quality issues and rebuilding Guidant's reputation; (2) the large
reduction in J&J's net cash position, which stood at approximately
$11 billion on a reported basis as of September 30, 2005;
(3) intellectual property litigation in the stent business; and (4)
reimbursement pressure for costly devices such as ICDs as healthcare funding
is likely to become further constrained. Additionally, J&J's
organic growth rates have slowed and may continue to moderate due to competitive
pressures facing core products as well as upcoming patent expirations
on several pharmaceutical products. However, J&J's diversity
and excellent financial strength currently offset these concerns.
Following this rating action, J&J's rating outlook remains stable
based primarily on extremely strong, albeit reduced, financial
flexibility. Moody's notes, however, that the reduction
in J&J's net cash position after the transaction could make J&J's
rating or outlook more susceptible to future adverse events. These
circumstances could include, but are not limited to: a product
withdrawal, an unfavorable outcome in a patent lawsuit, or
other cash-financed acquisitions.
Ratings affirmed:
Johnson & Johnson: Aaa issuer rating, debentures,
senior unsecured bonds, medium term notes, revolving credit
facility; (P)Aaa senior shelf registration; Aa1 subordinated
notes; Prime-1 short term rating
Johnson & Johnson International Financial Services Company:
Prime-1 Euro Commercial Paper Programme
ALZA Corporation: Aa1 convertible subordinated notes
Headquartered in New Brunswick, New Jersey, Johnson &
Johnson [NYSE: JNJ] is one of the world's largest healthcare
companies, with approximately $47 billion in 2004 revenues.
New York
Patrick Finnegan
Managing Director
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
New York
Michael Levesque
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
No Related Data.
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