updated 12/6/2005 11:57:56 AM ET 2005-12-06T16:57:56

Diversified health care products maker Johnson & Johnson said on Tuesday that its renegotiated offer for heart device maker Guidant Corp. is fairly valued and that it remains committed to the deal, one day after Guidant received a higher bid from Boston Scientific Corp.

On Nov. 15, Johnson and Johnson and Guidant agreed to a revised deal worth $21.5 billion. It was lowered from an initial offer of $25.4 billion after the Indianapolis-based company sued Johnson & Johnson to complete it. J&J had threatened to back away from the deal because of the legal and regulatory issues swirling around Guidant, which had recalled and issued warnings for thousands of pacemakers and implantable heart defibrillators.

On Monday, Boston Scientific offered to buy Guidant in a deal that values the company at $25 billion.

The companies filed the amended acquisition agreement with securities regulators earlier Tuesday.

"We continue to believe that the acquisition as agreed to by Johnson & Johnson and Guidant represents full and fair value based on extensive evaluation and due diligence and is in the best strategic interest of Guidant, its customers and patients," said William C. Weldon, Johnson & Johnson chairman and chief executive, in a statement accompanying the S-4 filing with the Securities and Exchange Commission.

The revised agreement between Johnson & Johnson and Guidant calls for a $625 million break-up penalty to be paid if Guidant backs out of the deal, and a $300 million break-up penalty if Johnson & Johnson backs out.

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