Guidant Corp Watch

from 8-K >50 pages Exhibit 2.1 - Agreement and Plan of Merger

from 425 ~5 pages Amendment No. 2 to Amended and Restated Agreement and Plan of Merger (This “Amendment”) Dated as of January 13, 2006, by and Among Johnson & Johnson, a New Jersey Corporation (“Parent”), Shelby Merger Sub, Inc., an Indiana Corporation and a Wholly Owned Subsidiary of Parent (“Sub”), and Guidant Corporation, an Indiana Corporation (The “Company”). Whereas Parent, Sub and the Company Are Parties to That Certain Amended and Restated Agreement and Plan of Merger Dated as of November 14, 2005 and Amended by Amendment No. 1 Thereto Dated as of January 11, 2006 (The “Merger Agreement”); Whereas, Pursuant to Section 7.03 of the Merger Agreement, Parent, Sub and the Company Desire to Amend the Merger Agreement as Provided in This Amendment; and Whereas the Board of Directors of Each of the Company and Sub Have Adopted, and the Board of Directors of Parent Has Approved, This Amendment; Now, Therefore, in Consideration of the Foregoing and the Mutual Agreements Contained in This Amendment and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Amendments to the Merger Agreement. (A) the Second “Whereas” Clause of the Merger Agreement Is Hereby Amended and Restated in Its Entirety as Follows

from 8-K ~5 pages Amendment No. 2 to Amended and Restated Agreement and Plan of Merger (This “Amendment”) Dated as of January 13, 2006, by and Among Johnson & Johnson, a New Jersey Corporation (“Parent”), Shelby Merger Sub, Inc., an Indiana Corporation and a Wholly Owned Subsidiary of Parent (“Sub”), and Guidant Corporation, an Indiana Corporation (The “Company”). Whereas Parent, Sub and the Company Are Parties to That Certain Amended and Restated Agreement and Plan of Merger Dated as of November 14, 2005 and Amended by Amendment No. 1 Thereto Dated as of January 11, 2006 (The “Merger Agreement”); Whereas, Pursuant to Section 7.03 of the Merger Agreement, Parent, Sub and the Company Desire to Amend the Merger Agreement as Provided in This Amendment; and Whereas the Board of Directors of Each of the Company and Sub Have Adopted, and the Board of Directors of Parent Has Approved, This Amendment; Now, Therefore, in Consideration of the Foregoing and the Mutual Agreements Contained in This Amendment and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Amendments to the Merger Agreement. (A) the Second “Whereas” Clause of the Merger Agreement Is Hereby Amended and Restated in Its Entirety as Follows

from 8-K ~5 pages Plan of reorganization, merger, acquisition or similar

from 425 ~5 pages Plan of reorganization, merger, acquisition or similar

from 8-K >50 pages Exhibit 2.1 - Amend & Restat Agmt/Plan of Merger

from 425 >50 pages Exhibit 2.1 - Amend & Restat Agmt/Plan of Merger

from 8-K >50 pages Exhibit 2.1 - Agreement and Plan of Merger

from 8-K 56 pages A G R E E M E N T a N D P L a N O F M E R G E R Between Guidant Corporation, Diane Acquisition Corporation and Cook Group Incorporated Dated as of July 30, 2002

from 8-K >50 pages Stock and Asset Purchase Agreement

from S-4/A ~5 pages Support Agreement