PROPOSED ACQUISITION. Investors and security holders are able to obtain a free copy of the Definitive Proxy Statement and such other documents containing important information about
Johnson & Johnson and Shockwave through the website maintained by the SEC at www.sec.gov. Johnson & Johnson and Shockwave make available free of charge at Johnson & Johnson’s website at www.jnj.com and
Shockwave’s website at www.shockwavemedical.com, respectively, copies of materials they file with, or furnish to, the SEC.
Participants in the
Solicitation
Shockwave and its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from
the stockholders of Shockwave in connection with the proposed acquisition. Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is included in the “The
Merger — Interests of Shockwave’s Directors and Executive Officers in the Merger” and the “Security Ownership of Certain Beneficial Owners and Management” sections of the Definitive
Proxy Statement. The Definitive Proxy Statement and other documents may be obtained free of charge from the SEC’s website at www.sec.gov and Shockwave’s website at www.shockwavemedical.com.
Forward Looking Statements
This Current Report on
Form 8-K includes certain “forward-looking statements” intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995, as
amended, including, but not limited to, statements regarding the proposed acquisition of Shockwave by Johnson & Johnson. Forward-looking statements may be identified by the words “intend,” “plan,” “should,”
“could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “believe,” “will” and similar expressions, are based on
Shockwave’s current expectations, and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could cause actual results and outcomes to differ include, but are not limited to, the following
risks and uncertainties relating to the proposed acquisition of Shockwave by Johnson & Johnson: the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; uncertainties as to
the satisfaction of closing conditions under the Merger Agreement on a timely basis or at all, including the ability to obtain required regulatory and stockholder approvals; uncertainties as to the timing of the proposed acquisition; the possibility
that competing offers will be made; litigation relating to the proposed acquisition; the impact of the Merger on Shockwave’s business operations; incurrence of unexpected costs and expenses in connection with the proposed acquisition; financial
or other setbacks if the Merger encounters unanticipated problems; and the risks that the proposed acquisition divert management’s attention from Shockwave’s ongoing business operations.
Other important factors that could cause actual results and outcomes to differ materially from those expressed or implied include, but are not
limited to, risks related to: the impact of global business, political, and macroeconomic conditions, including inflation, rising interest rates, uncertainty with respect to the federal budget and the related potential for government shutdowns,
instability in the global banking system, volatile market conditions, supply chain disruptions, cybersecurity events and global events, including regional conflicts around the world, on Shockwave’s operations, financial results, liquidity,
capital resources, expenses, supply chain, manufacturing, research and development activities, clinical trials, and employees; Shockwave’s ability to successfully execute its business and growth strategies; Shockwave’s ability to develop,
manufacture, obtain and maintain regulatory approvals for, and market and sell, its products; Shockwave’s expected future growth, including the size and growth potential of the markets for its products; Shockwave’s ability to obtain
coverage and reimbursement for procedures performed using its products; Shockwave’s ability to scale its organizational culture; the impact of the development, regulatory approval, efficacy and commercialization of competing products; the loss
of key scientific or management personnel; Shockwave’s ability to develop and maintain its corporate infrastructure, including its internal controls; Shockwave’s financial performance and capital requirements; the success of any
acquisitions that Shockwave makes; and Shockwave’s ability to obtain and maintain intellectual property protection for its products, as well as its ability to operate its business without infringing the intellectual property rights of others;
and the additional risks and uncertainties set forth more fully under the caption “Risk Factors” in Shockwave’s Annual Report on Form 10-K
filed with the SEC on February 26, 2024 and in Shockwave’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2024 and elsewhere in Shockwave’s
reports filed with the SEC. Forward-looking statements contained in this communication are made as of this date, and Shockwave undertakes no duty to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under applicable law.