UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[...] Preliminary Proxy Statement
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ANIMAS CORPORATION
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The following is the text of a memorandum distributed by Animas Corporation on
December 16, 2005.
Employee FAQs
1. How does this merger benefit Animas?
- The J&J name and reputation will help Animas sell product for
those unfamiliar with Animas.
- The merger will allow Animas to become an even stronger company.
- The synergy between LifeScan and Animas will allow us to more
effectively address the needs of patients and prescribers.
2. Will J&J keep the West Chester facility?
Will there be any lay-offs as a result of this merger?
If there are going to be lay-offs, will there be severance?
Will manufacturing continued to be done here?
Will PAD continue to be done here? Will Pump Support continue to be done
here?
Will Billing & Collections (AR) continue to be done here? Etc, etc...
- Yes, we will keep the West Chester Facility
- There will be no layoffs as a result of this merger.
- All the operations we ran before from the West Chester facility
will continue to run through this facility. After the close of
this transaction, a joint integration team will address headcount
questions. It is important to understand that this initiative is
about growth and competitiveness, with the intent being that the
opportunities created will far outweigh any potential reductions.
3. Will our hours of operation remain the same?
- Yes
4. Will the ANIMAS practice of year end bonuses continue for 2005?
- The end of the year bonuses for 2005 will be the same as in other
years. As always, bonuses are dependent upon both the Company's
performance and your performance.
5. Will our service time count/convert to J&J time?
- See Question #23.
6. Will J&J merge Animas with LifeScan?
- Animas will continue as a stand-alone organization, but will
report into Eric Milledge, Company Group Chairman of LifeScan.
7. Will Animas continue as "Animas"? Are they purchasing all assets? All
Animas Companies?
- Yes, Animas will continue as Animas. J&J is purchasing the entire
company, including all subsidiaries.
8. Will our corporate culture change? And if so, how?
- The corporate culture should stay the same. Eric Milledge has
made it clear he wishes the same entrepreneurial spirit to
continue.
- Furthermore, J&J firmly supports and believes in our
focus-on-the-patient culture of Animas.
9. Will our customers/patients be affected? And if so, how?
- They should not be affected, other than knowing that we are now
part of the J&J family of companies
10. Will there be opportunities to advance into/through LifeScan and/or J&J?
- Yes.
11. Will Animas continue to sell through our international distributors? Or
does LifeScan have international distribution (LifeScan company locations
or distributors?)
- There are no plans to make changes at this point.
12. What systems will integrate? (Billing?)
- The integration team will work on this
13. Will there be new management brought in?
- There are no plans to make any management changes; however, as
before as the needs of the organization evolve and require new
skills of management, there may be some changes.
- Kathy Crothall has agreed to stay on for the first six-months
after the merger to allow a successful transition.
14. What happens to my Animas options?
- Your options will vest immediately at closing.
- You will receive the difference of $24.50, the price per share
that J&J is paying for Animas and the exercise price of your
option.
- If for example, you had a stock option for 100 shares with an
exercise price of $15.50, you would receive $900.
15. Will I be able to sell these options or will there be a "black-out" period?
- You can exercise the options that have vested in accordance with
our existing policies. You'll have to wait on your unvested
options until the transaction is completed.
16. Will J&J give me options?
- J&J offers various incentive compensation programs, depending
upon job position and level of responsibility.
- Your supervisor, in conjunction with our Human Resources
Department, will discuss with you, sometime before closing, any
change to your compensation program.
- See Question #29.
17. Will we see more cooperation between LifeScan and Animas?
- Yes, on both marketing programs as well as development programs.
18. Will we see a combo meter & pump product?
- We will be investigating how to better integrate pumps and meters
to make the management of diabetes easier and less intrusive.
19. Will my health benefits change?
- Yes, but we do not yet know when.
- It is J&J's intent to transition Animas employees into the J&J
employee benefit plans, including Pension, 401k and health care
coverage. The timing of this transition has not yet been
determined, but will be communicated as soon as available.
20. What are the LifeScan pay periods? Weekly, bi-weekly, semi-monthly?
- We'll be communicating these details later.
21. Will ANIMAS transition to LifeScan benefits. If yes, when?
- Yes, but we do not yet know when.
- See Question #19.
22. What will happen to our Employee Stock Purchase Plan?
- We'll be communicating these details later.
23. Will LifeScan continue to administer the ANIMAS 401k Plan independently;
will they terminate the plan, or roll our plan into theirs? Does LifeScan
have a 401K? Do they match contributions? If so, what percent and what
vesting schedule?
- We'll be communicating these details later.
- J&J will schedule a meeting for all Animas employees where
representatives will be available to discuss the J&J benefit
plans and the transition from Animas benefits into J&J's. The
timing of this meeting is to be determined, but we anticipate
that the meeting will occur during the first quarter of 2006.
24. Do they have a Pension Plan and if so, will we be eligible?
- We'll be communicating these details later. See Question #19.
25. What is their Time Off Policy? (vacation, holiday, personal, sick) Will
Animas adopt their policy?
- We'll be communicating these details later.
- This issue will be discussed during the employee meeting, being
planned by J&J.
26. What are the health and welfare benefits offered by LifeScan? Medical,
dental, LTD, STD, Flex Spending?
- We'll be communicating this to you later.
- See Question #23.
27. What is the employee cost for benefits?
- We'll be communicating this to you later.
- See Question #23.
28. What will happen to the ANIMAS supplemental benefits like tuition
reimbursement, travel/mileage and auto reimbursement programs?
- We'll be communicating this to you later.
- See Question #23.
29. Are the LifeScan pay rates or grades the same as ANIMAS? If higher or lower
than ours?
- We'll be communicating this to you later. Representatives from
J&J and Animas will be reviewing each Company's compensation
programs. Both J&J and Animas management will ensure that
compensation will be attractive, competitive and reward
performance. Details will be communicated at a later date.
30. What is LifeScan's performance/salary review policy? Merit or cost of
living increases?
- We'll be communicating this to you later. See Question #29.
31. What other compensation/bonus/incentive plans will ANIMAS employees be
eligible for?
- We'll be communicating this to you later. See Question #29.
32. Will I see significant change in my compensation package (salary, bonus,
etc)?
- We'll be communicating this to you later. See Question #29.
33. Will we still keep our same R&D projects, including the MicroPump and
GlucoWatch?
- We will continue with our same R&D projects, including the
MicroPump and GlucoWatch.
34. Will we still keep our same focus on customer service and on the patients?
- LifeScan shares our passion towards diabetes and doing what's
best for the patient.
- One of the reasons we chose to merge with J&J is their strong
ethics and sense of corporate responsibility, particularly to the
patient.
- One of the reasons LifeScan wanted to merge with Animas is our
focus on customer service and the patient.
35. When will this transaction go through?
- The deal requires the approval/ review by two US government
branches: the Securities & Exchange Commission and the Federal
Trade Commission, as well as the shareholders of Animas.
- We are highly confident that both the government, as well as the
Animas shareholders will approve the transaction.
- We expect for this transaction to occur in the first quarter of
2006.
36. Will we be in a stand-still with respect to new hiring, starting new
projects, etc. between now and the time the transaction goes through?
- By and large, business will continue as normal between now and
closing
- There will be transition teams on both the Animas side and the
LifeScan/ J&J side to ensure a smooth transition once closing
occurs.
- Jim McGee will head up the transition team on the Animas side.
37. Will there be more money spent on marketing activities?
- We will be working closely with LifeScan to develop a marketing
budget and plan.
38. Can I expect my territory to be reduced as a result of this transaction?
(TMs Only)
- The Animas sales force will remain as an autonomous sales force
- The integration team will be working to develop a plan to
leverage the sales and marketing capabilities of both
organizations to accelerate growth.
39. Can I expect the commission plan to change as a result of this transaction?
(TMs Only)
- We are still developing our commission plan for next year,
however, Animas, Lifescan, and J&J management all recognize that
a good commission program is vital to retaining an effective
sales force.
40. Will we drop some of our present vendors, such as UnoMedical, PMP, etc.?
- There are no plans to drop our present vendors.
- In particular, we regard UnoMedical, PMP, Beyonics, and ... as
our partners.
41. Where will we see changes?
- Remember that J&J is a decentralized company with individual
operating companies making their own operating decisions.
42. What should we tell customer / patients that have questions about the
merger?
- Please see Talking Points for Customers.
43. Who do I contact if I have additional questions about the merger?
- Your supervisor or Tom Dyroff.
This material is not a substitute for the proxy statement Animas Corporation
will file with the Securities and Exchange Commission. You are urged to read the
proxy statement, when it becomes available, because it will contain important
information. The proxy statement and other documents, which will be filed by
Animas with the Securities and Exchange Commission, will be available free of
charge at the SEC's website, www.sec.gov, or by visiting Animas's website at
www.animascorp.com.
Animas and certain of its directors, executive officers and certain other
members of its management may be deemed to be soliciting proxies from Animas's
stockholders in connection with the proposed transaction. You may obtain a
detailed list of names, affiliations and interests of Animas participants in the
solicitation of proxies of Animas's stockholders by reading the proxy statement
when it becomes available.