New Brunswick, N.J. -- Johnson & Johnson (NYSE: JNJ), the world's most comprehensive and broadly based manufacturer of health care products, today announced that it has entered into a definitive agreement to acquire Pfizer Consumer Healthcare for $16.6 billion in cash.

The Johnson & Johnson Board of Directors has given approval to the transaction. Closing is subject to customary clearances, including the Hart-Scott-Rodino Antitrust Improvements Act and European Union merger control regulation. The transaction is expected to close by the end of 2006.

Pfizer Consumer Healthcare's global business of personal care and over-the-counter (OTC) products achieved sales of $3.9 billion in 2005. Worldwide market-leading brands include LISTERINE oral care products and the NICORETTE line of smoking cessation treatments. Other widely recognized and trusted brands include LUBRIDERM, VISINE, NEOSPORIN, SUDAFED, ZANTAC and BENADRYL.


"This combination creates the world's premier consumer health care company," said William C. Weldon, Chairman and Chief Executive Officer of Johnson & Johnson. "Our consumer business has a long tradition of outstanding performance and a proven track record in growing consumer brands at above-category levels through innovation. This acquisition builds upon our broad base in health care products and our leadership objectives in the consumer, pharmaceutical and medical devices and diagnostics markets."

The Pfizer Consumer Healthcare business adds a diverse portfolio of strong, growing, enduring brands that provide Johnson & Johnson with leadership positions in nine additional categories, including large new segments such as smoking cessation and mouthwash.

The addition of LISTERINE, the world's #1 mouthwash, transforms Johnson & Johnson's oral health care business by more than tripling it into a franchise well in excess of one billion dollars. It further expands the franchise presence in more than 60 markets.

The combined portfolio of OTC brands will solidify the global market-leading position of Johnson & Johnson's OTC franchise. Under the terms of the agreement, Johnson & Johnson will also acquire the U.S. OTC switch rights to ZYRTEC - Pfizer's once-a-day, non-sedating prescription antihistamine, upon patent expiration.

"We see the consumer health care markets as increasingly attractive growth opportunities as consumers take greater interest in and responsibility for their own health," Weldon said. "In addition, higher levels of disposable income in developing nations are helping drive increased demand for consumer health products."

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