Natick, Mass. and Indianapolis, Ind., January 25, 2006 -- Boston Scientific Corporation (NYSE: BSX) and Guidant Corporation (NYSE: GDT) today announced that the Board of Directors of Guidant has unanimously approved and entered into the merger agreement provided to Guidant by Boston Scientific on January 17, 2006. Under that agreement, Boston Scientific will acquire all the outstanding shares of Guidant for a combination of cash and stock worth $80 per Guidant share, or approximately $27 billion in aggregate. Prior to entering into this agreement with Boston Scientific, Guidant terminated its merger agreement with Johnson & Johnson.

The strategic rationale, business and growth profile of a combined Boston Scientific/Guidant should be compelling to shareholders of both companies. As a highly diversified company with leading positions in growth markets, Boston Scientific/Guidant will be one of the world's preeminent medical device companies, with total revenue in 2006 of nearly $9 billion.

"Guidant and Boston Scientific share an entrepreneurial spirit, highly talented employees, strong customer relationships and an ability to pioneer lifesaving therapies for patients around the world," said Pete Nicholas, Chairman of Boston Scientific. "Shareholders will benefit from the significant upside potential of the combined company, while doctors and their patients will continue to receive the most technologically advanced and highest quality medical devices and therapies. The resources and capabilities of the combined company will allow us to make further investments in our current businesses as well as pursue new revenue opportunities."
"We believe the transaction and the strategic rationale for this combination are in the best interests of our patients, employees, customers and shareholders -- reflecting the full value of our firm," said Jim Cornelius, Chairman and Chief Executive Officer of Guidant. "The combination of these two companies provides faster, more consistent revenue growth opportunities to shareholders. We want to express our appreciation to our employees who have been dedicated to building this great company, and we all look forward to the future."

"We are excited about combining the talent and experience of Boston Scientific and Guidant employees," said Jim Tobin, President and Chief Executive Officer of Boston Scientific. "We look forward to working with Guidant to complete the transaction quickly and to creating a global leader in cardiovascular devices."

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