Johnson & Johnson and 3-Dimensional Pharmaceuticals Inc (3DP) have signed a definitive agreement under which Johnson & Johnson will acquire 3DP, a company with a technology platform focused on the discovery and development of therapeutic small molecules.

Under the terms of the agreement, 3DP shareholders will receive $5.74 for each outstanding 3DP share. The value of the transaction as of the anticipated closing date is estimated to be approximately $88 million, net of cash. The transaction is expected to close during the first half of the second quarter of 2003, subject to regulatory approvals and other closing conditions. The acquisition is not expected to have a material impact on revenues or earnings of Johnson & Johnson.

"3DP will provide a good strategic fit with our pharmaceutical discovery and development capabilities," said Dr. Per Peterson, chairman, research & development for the pharmaceuticals group of Johnson & Johnson. "The addition of 3DP's expertise and proprietary drug discovery technology will expand and enhance our own new pharmaceutical development efforts."

3DP applies the latest techniques in high throughput screening, combinatorial chemistry, X-ray crystallography, structure-based drug design and cheminformatics to discover and develop new drugs in the areas of oncology, inflammation, metabolic and cardiovascular diseases. 3DP's proprietary drug discovery technology, known as DiscoverWorks, is intended to increase the productivity of the drug discovery process and enables scientists to design improved characteristics into lead drug candidates.

3DP has drug discovery and development programs focusing on potential new drugs in early stage development for the treatment of cardiovascular disorders, oncology and inflammation. 3DP has research operations in Exton, Pennsylvania and Cranbury, New Jersey.

"The merger with Johnson & Johnson is a wonderful opportunity for 3DP to fully realize its drug discovery mission and to exploit its technologies on a broad scale," said Dr. David U'Prichard, chief executive officer, 3DP. "Johnson & Johnson will provide an outstanding environment for our employees, and we look forward to working closely with and contributing to the success of their worldwide research and development."