SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Under Rule 14a-12 |
CLOSURE MEDICAL CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials: |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
The following is a slide presentation shown on May 3, 2005 to employees of Closure Medical Corporation (“Closure Medical”) to provide information about Johnson & Johnson.
The following is a slide presentation shown on May 3, 2005 to employees of Closure Medical Corporation (“Closure Medical”) to provide information about Johnson & Johnson.
Welcome
Closure Medical Corporation Town Hall Meeting
May 3, 2005
For internal use only
Dan Pelak
President and CEO Closure Medical Corporation
Gary Fischetti
Integration Manager, ETHICON, Inc.,
a Johnson & Johnson Company
Who We Are
109,000 Employees Worldwide 200 Operating Companies in 57 Countries Around the World Selling Products in More Than 175 Countries
Our Credo
Written by General Robert Wood Johnson, Jr. in the 1940s
Visionary and U.S. business leader
Among the first to speak openly of a company’s responsibility
Our Credo
LEADERSHIP
Strategic Principles
Broadly based in Human Health Care
Decentralized Management
Manage for the Long Term
Ethical Principles
Imperatives For Growth
Innovative Product Solutions
Collaboration
Flawless Execution
Leadership and People
Global Leadership Profile
GROWTH
2004 Sales by Segment
$ U.S. Billions
Total Sales: $47.3 Billion
Medical Devices & Diagnostics
$16.9 B
35.7%
Pharmaceuticals
$22.1 B
46.7%
Consumer
$8.3 B
17.6%
Medical Devices & Diagnostics
Significant Franchises in MD&D
2004 Sales
Cordis $3.2B
DePuy $3.4B
Ethicon $2.8B
Ethicon Endo $2.8B
LifeScan $1.7B OCD $1.3B
Vision Care $1.5B.
MD&D R&D Spending
$ U.S. Millions
CAGR 99-03: 14%
$1,200
$1,000
$800
$600
$400
$200
$0
1999
2000
2001
2002
2003
MD&D U.S. Patent Applications Filed
700
600
500
400
300
200
100
0
695
589
493
381
355
1999
2000
2001
2002
2003
Major Acquisitions / Divestitures in MD&D
Acquisitions
Year Business
2003 Link Spine Group
2003 Orquest
2002 Obtech Medical
2001 Inverness Medical
1998 DePuy
1997 Biopsys
1997 Biosense Webster
1997 Gynecare
1996 Cordis
1995 Ultracision
1995 Mitek
1994 Clinical Diagnostics
Divestitures
Year Business
2004 DePuy Casting
2003 Vascular Access
2002 Inverness Non-Core Businesses
2001 Packs, Gowns and Wearing Apparel
2000 Orthopaedic Soft Goods
2000 Surgical & Medical Gloves
1998 Patient Monitoring
1995 Iolab
MD&D: The Future is Bright
Favorable industry backdrop
Competing in the right segments
Ability to create and sustain new standards of care
Opportunities in biosurgicals
Dr. James Hart
Director, Medical—Worldwide CardioVations
Doctor Perspectives
Dr. Alan Boyd Lumsden Chief of Vascular Surgery Endovascular Therapy
Baylor College of Medicine, Houston, Texas
Dr. William Mayfield Chief of Surgery
Kennestone Hospital , Marietta, Georgia
A Look at
Headquartered in Somerville, NJ
More than 9,000 associates worldwide
One Global Management Board (GMB) for the franchise
Four separate business units
Advanced wound closure — sutures; biosurgicals in the form of adhesives; tissue support and surgical healing product such as meshes
Women’s Health – minimally invasive gynecological and urological health solutions
Wound Care — advanced care and surgical wound healing
Minimally invasive cardiac surgery
Vision
Improving lives by advancing the standard of care in Tissue Repair
Mission
Providing trusted, procedural-focused solutions for tissue closure and repair with a strong value proposition that enables surgeons, physicians, regulators and payors to improve patient outcomes
Long-Term Vision
Tissue Closure & Wound Healing
Today
Active Tissue Repair
Mid Term
1- 7 yrs
Tissue Regeneration
Long Term 5 – 12+ yrs
Stephanie Moore
Director, Human Resources DePuy Mitek
Kate McDaniel
Director, Human Resources
Social Responsibility
Worldwide Contributions Strategic Platforms
Building Healthier Communities
(Mothers, Fathers, Children All community Stakeholders)
Advancing Health Care Knowledge
(Doctors & Nurses, Health Care Professionals)
Women’s & Children’s Health
(Mothers, Children)
Global Public Health
Access to Health Care
(Medically Underserved)
2004 Cash Gifts and Product Contributions
Total Giving: $524 Million
U.S. Cash Gifts $107 Million
20%
International Cash Gifts $10 Million
2%
Product Gifts $407 Million
78%
Total U.S. Cash Percent Distribution by Category
1.2%
4.3%
4.7%
7.1%
11.3%
16.1%
55.3%
Health & Medical
Education
Matching Gifts
Community
Other
Culture/Arts
Environment
Corporate Contributions
Recent Tsunami Relief Efforts
Working with partner groups to understand where need is greatest
$2 million initial cash contribution
Modules of medical supplies
$81.4 million in product
Ongoing Support
Help to stabilize the region
Help to rebuild the infrastructure
Focused Resources
Needs of mothers and children
Community health care
Mental health support
2004 Worldwide ETHICON Contributions
$ U.S.
Cash Donations $2,229,447
Product Donations $7,996,610
ETHICON North America
Program areas, including, but not limited to:
United Way
Civil and Community (blood drives)
Education
Hospitals
Children’s Health
Arts & Culture
Nursing
Employee Benefits and Programs
Closure Medical programs remain in effect through the end of 2005
Convert to Johnson & Johnson programs — anticipated effective date: January 1, 2006
No break in coverage
Employee Benefits and Programs -
Communication
Transition issues and program overview by Johnson & Johnson Corporate Benefits at employee meetings to be held shortly after closing
Closure Medical will advise on flexible spending account elections for the period from 9/1/2005 through 12/31/2005
Special J&J benefit enrollment period for Closure employees in December 2005
Enrollment meeting to be scheduled in Late November / Early December
Gary Fischetti
Integration Manager, ETHICON, Inc.,
a Johnson & Johnson Company
Looking Ahead
Regulatory approval process is moving along as planned
Shareholder approval anticipated in June
Established cross-company / cross-functional steering committee
Questions and Answers
In connection with the proposed acquisition of Closure Medical by Johnson & Johnson, Closure Medical filed a proxy statement with the Securities and Exchange Commission which was first mailed to Closure Medical’s stockholders on or about May 2, 2005. INVESTORS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Closure Medical and its officers and directors may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction. Information regarding such individuals is included in Closure Medical’s proxy statements and Annual Reports on Form 10K previously filed with the Securities and Exchange Commission and is included in the proxy statement relating to the merger. Investors may obtain a free copy of the proxy statement and other relevant documents when they become available as well as other material filed with the Securities and Exchange Commission concerning Closure Medical and these individuals at the Securities and Exchange Commission’s website atwww.sec.gov or by visiting Closure Medical’s website atwww.closuremed.com.
THANK YOU
Thank you for your ongoing focus and commitment to the business