This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the Schedule TO), filed with the U.S. Securities and Exchange Commission (SEC) on September 2, 2020,
by Vigor Sub, Inc., a Delaware corporation (Purchaser) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation (Johnson & Johnson), and Johnson &
Johnson. The Schedule TO relates to the tender offer by Purchaser for all of the outstanding shares of common stock, par value $0.0001 per share (the Shares), of Momenta Pharmaceuticals, Inc., a Delaware corporation
(Momenta), at a price of $52.50 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of
September 2, 2020 (together with any amendments and supplements thereto, the Offer to Purchase), and in the related Letter of Transmittal (together with any amendments and supplements thereto, the Letter of
Transmittal), copies of which are attached to the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except to the extent
specifically provided in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to reflect certain updates as reflected below.
Item 11. Additional Information.
The Offer to Purchase and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, are
hereby amended and supplemented by adding the following sentences to the end of the second paragraph under the heading United States Antitrust Laws in Section 16Certain Legal Matters; Regulatory Approvals of the
Offer to Purchase:
The required waiting period under the HSR Act with respect to the transactions contemplated by the Merger Agreement expired at
11:59 p.m., New York City time, on September 14, 2020, and there is no voluntary agreement between Johnson & Johnson and Momenta, on the one hand, and the FTC or the DOJ, on the other hand, pursuant to which the parties have agreed not
to consummate the Offer or the Merger. Accordingly, the Antitrust Condition (as defined in Section 15Conditions to the Offer) has been satisfied.