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Shockwave Medical (SWAV) announces expiration of HSR waiting period for Johnson & Johnson (JNJ) deal

May 21, 2024 4:23 PM EDT

Shockwave Medical (NASDAQ: SWAV) disclosed:

As previously announced, on April 4, 2024, Shockwave Medical, Inc. (“Shockwave”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Johnson & Johnson, a New Jersey corporation (“Johnson & Johnson”), and Sweep Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson (“Merger Sub”), providing for the merger of Merger Sub with and into Shockwave (the “Merger”), with Shockwave surviving the Merger as a wholly owned subsidiary of Johnson & Johnson.

The closing of the Merger is conditioned upon, among other things, the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

Shockwave and Johnson & Johnson each made the necessary filings under the HSR Act with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission on April 18, 2024. The required waiting period under the HSR Act with respect to the Merger expired at 11:59 p.m., Eastern Time on May 20, 2024.

The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. The closing of the Merger remains subject to the satisfaction or waiver of other customary closing conditions, including, without limitation, (1) the adoption of the Merger Agreement and approval of the Merger by holders of shares of common stock, par value $0.001 per share, of Shockwave (“Company Shares”) representing at least a majority of the Company Shares entitled to vote thereon (the “Company Stockholder Approval”) and (2) the approvals and clearances under the foreign antitrust laws of Austria and Germany, and any other specified approvals that may be or become required, having been obtained without the imposition of a burdensome condition. As previously announced, Shockwave has scheduled the special meeting of stockholders for May 29, 2024 to vote on adoption of the Merger Agreement.

For more information about the proposed transaction, including the Merger Agreement, the Merger and the special meeting of Shockwave’s stockholders, please see the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) by Shockwave on April 29, 2024 (the “Definitive Proxy Statement”).



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