Johnson & Johnson Announces Agreement to Acquire Remaining Stake in Verb Surgical Inc.

NEW BRUNSWICK, NJ – December 20, 2019 – Dedicated to shaping the next frontier of surgery, Johnson & Johnson^[i] (NYSE: JNJ) today announced an agreement to acquire the remaining stake in Verb Surgical Inc. following a successful strategic collaboration with Verily, an Alphabet company. Verb Surgical’s world-class robotics and data science capabilities combined with Johnson & Johnson’s health care leadership and global reach advance the company’s vision to make medical interventions smarter, less invasive and more personalized.

“We have reached this important milestone thanks to the progress the Verb Surgical team has made with their digital surgery platform and the strong collaboration with Verily, Ethicon^[ii], and the clinicians around the world who shared their passion, deep insights and clinical expertise,” said Ashley McEvoy, Worldwide Chairman, Medical Devices, Johnson & Johnson. “We are building a truly differentiated digital surgery ecosystem to change the standard of care for generations to come, and our collaboration with Verily has enabled us to advance our vision to help improve outcomes for patients around the world.”

Andrew Conrad, CEO of Verily, added, “With Verb Surgical, we set out with an ambitious mission to successfully harmonize the talent and expertise of two pioneers to design a platform with the potential to transform surgery. This evolution in the collaboration recognizes the significant achievement toward that mission and I’m excited for the future of this technology in Johnson & Johnson’s hands.”

Combining groundbreaking robotics, enhanced visualization, advanced instrumentation, machine learning, data analytics and powerful end-to-end connectivity, Johnson & Johnson continues to strengthen its digital surgery portfolio. With a community of world-class experts, including Dr. Fred Moll, robotics pioneer leading digital surgery development; Ethicon’s deep knowledge in surgery and instrumentation; Verb Surgical’s leading-edge robotics and data science expertise; and Verily’s digital technology and engineering expertise, Johnson & Johnson is well-positioned to bring its unique insights and experience in science, medical technology and digital solutions to medical interventions, including open surgery, laparoscopic, percutaneous and endoluminal procedures.

“The ability to shape the future of medical interventions with the largest health care organization in the world is what inspired me when Johnson & Johnson acquired Auris Health, Inc.,” said Dr. Fred Moll, Chief Development Officer, Johnson & Johnson Medical Devices Companies.^[iii] “With Verb Surgical’s talent and technology, we will strengthen our portfolio and our ability to deliver our digital ecosystem to make a clinical difference for patients.”

Johnson & Johnson has a presence in almost every operating room in the world and market-leading surgery products used in 75 million procedures each year. The acquisition of Auris Health, Inc. earlier this year accelerated Johnson & Johnson’s entry into digital surgery with the Monarch Platform, kicking off a strong cadence of launches that will take place over the next several years. VELYS Digital Surgery will pave the way in orthopaedics with a platform that consists of connected technologies that leverage data insights for patients, surgeons and health care systems across the entire care continuum, before, during and after surgery.

The transaction is expected to close in the first half of 2020, subject to antitrust clearance and customary closing conditions. Financial terms of this transaction are not being disclosed.

About Johnson & Johnson
At Johnson & Johnson, we believe good health is the foundation of vibrant lives, thriving communities and forward progress. That’s why for more than 130 years, we have aimed to keep people well at every age and every stage of life. Today, as the world’s largest and most broadly-based health care company, we are committed to using our reach and size for good. We strive to improve access and affordability, create healthier communities, and put a healthy mind, body and environment within reach of everyone, everywhere. We are blending our heart, science and ingenuity to profoundly change the trajectory of health for humanity. Learn more at www.jnj.com. Follow us at @JNJNews.

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Cautions Concerning Forward-Looking Statements
This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding the potential acquisition of Verb Surgical Inc. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Johnson & Johnson Innovation - JJDC, Inc., any of the Johnson & Johnson Medical Devices Companies and/or Johnson & Johnson. Risks and uncertainties include, but are not limited to: the satisfaction of closing conditions for the acquisition, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act; the possibility that the transaction will not be completed in the expected timeframe or at all; the potential that the expected benefits and opportunities of the acquisition, if completed, may not be realized or may take longer to realize than expected; challenges inherent in new product research and development, including uncertainty of clinical success and obtaining regulatory approvals; economic conditions, including currency exchange and interest rate fluctuations; competition, including technological advances, new products and patents attained by competitors; challenges to patents; changes to applicable laws and regulations, including tax laws and global health care reforms; adverse litigation or government action; changes in behavior and spending patterns or financial distress of purchasers of health care products and services; and trends toward health care cost containment. In addition, if and when the transaction is consummated, there will be risks and uncertainties related to the ability of the Johnson & Johnson family of companies to successfully integrate the products and employees/operations and work of Verb Surgical Inc. A further list and descriptions of these risks, uncertainties and other factors can be found in Johnson & Johnson’s Annual Report on Form 10-K for the fiscal year ended December 30, 2018, including in the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in the company’s most recently filed Quarterly Report on Form 10-Q, and the company’s subsequent filings with the Securities and Exchange Commission. Copies of these filings are available online at www.sec.gov, www.jnj.com or on request from Johnson & Johnson. Neither JJDC, Inc nor Johnson & Johnson undertakes to update any forward-looking statement as a result of new information or future events or developments.

[i] Agreement is between Johnson & Johnson Innovation – JJDC, Inc., Verb Surgical Inc and Verily
[ii] Ethicon represents the products and services of Ethicon, Inc., Ethicon Endo-Surgery, Inc., and certain other affiliates.
[iii] Dr. Fred Moll is an employee of Auris Health, Inc.