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BOSTON SCIENTIFIC MAKES FORMAL OFFER FOR GUIDANT

January 9, 2006

Boston Scientific has made a formal offer for the purchase of Guidant, which the company says is higher than a competing bid by Johnson & Johnson.

Boston Scientific recently announced that it is offering $25 billion to purchase all the outstanding shares of Guidant. Under the terms of Boston Scientific's offer, each share of Guidant common stock will be exchanged for $36 in cash and $36 in Boston Scientific common stock, based on the average closing price of Boston Scientific common stock during the 20-day trading period ending three days prior to Guidant's shareholder meeting to approve the transaction.

According to the company, its offer price represents a premium of approximately 12 percent over the purchase price proposed to be paid by Johnson & Johnson under the revised merger agreement between Guidant and Johnson & Johnson, based on the recent closing price of Johnson & Johnson common stock. Boston Scientific and Johnson & Johnson have been competing to purchase Guidant.

Meanwhile, Boston Scientific's fourth-quarter sales fell short of analysts' estimates, as demand for heart stents was weaker than forecast. Sales dropped 4 percent to $1.54 billion from $1.6 billion a year earlier, Boston Scientific said in a statement.

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