With Deal, J.&J. Tries to Change Discussion

The $21.3 billion deal for Synthes, a Swiss-American medical device maker, would make Johnson & Johnson the largest player in the market for surgical tools and implants to treat trauma patients, and would make it a more powerful competitor in the $37 billion worldwide market for orthopedic medical devices.

Synthes is a leading maker of screws, plates and surgical tools used to stabilize traumatic injuries. The deal is a move aimed at appealing to investors who have been troubled by Johnson & Johnson’s failure to quickly resolve significant and apparently systemic problems in the company’s consumer products division, which have tarnished once-golden brands like Tylenol.

Johnson & Johnson’s chief executive, William C. Weldon, championed the new deal in an interview on Wednesday, citing what he hoped would be cooperation between the company’s existing orthopedic and spinal implant division, DePuy, and Synthes. “We’ve got the opportunity to create the most innovative and comprehensive orthopedic business in the world,” Mr. Weldon said.

Trauma products are more profitable and less vulnerable than other kinds of medical devices to changes in broad economic trends, he said. The combination of Johnson & Johnson’s global presence and Synthes’s products, he said, created a new opening in emerging markets for the combined company.

Many Wall Street analysts praised the deal, even as some groused that it would not immediately add to earnings.

“J.& J. will be able to offer hospitals an inescapable breadth and depth of products that will offer one-stop shopping in reconstructive implants and trauma repair,” said Rick Wise, an analyst at Leerink Swann. “You are going to have to do business with J.& J.”

Johnson & Johnson is offering 159 Swiss francs (about $181) a share for Synthes — of which 55.65 francs is cash and 103.35 francs is Johnson & Johnson common stock. Derrick Sung, an analyst at Sanford C. Bernstein, said some investors were disappointed that the company was not planning to make use of its stockpile of foreign cash for the deal.

“It’s dilutive, at least for the first year,” he said. “There was an expectation that it would be accretive in the first year.”

At the annual shareholder meeting on Thursday, some investors are expected to raise concerns about Mr. Weldon’s management and his compensation. “I don’t think they would have done the deal if they didn’t need a distraction,” said Erik Gordon, an assistant business professor at the University of Michigan who has been a frequent critic of Mr. Weldon’s leadership.

The company stands at a crossroads as Mr. Weldon nears the end of his tenure. Even as Johnson & Johnson plans to use the Synthes acquisition to improve its position in the device sector and its performance, the company must still resolve major manufacturing problems in its consumer division and work to regain consumer trust. During a conference call with investors on Wednesday morning, some analysts asked whether the company was equipped to handle both a substantial acquisition and significant remediation.

Some investors fault a lack of management oversight for major problems, like last year’s manufacturing lapses at the company’s McNeil Consumer Healthcare unit, which was responsible for the recalls of nearly 300 million items in 2010, including for popular brands like Motrin and Rolaids. McNeil closed its Fort Washington, Pa., manufacturing plant to overhaul it, and is now operating under a consent decree with federal regulators.

Johnson & Johnson bought Pfizer’s consumer business, including brands like Listerine, for $16.6 billion in 2006, and some analysts have speculated that the unwieldy acquisition, along with cost-cutting measures, may have contributed to the problems that developed at McNeil.