NEW BRUNSWICK, N.J.,
Oct. 1, 2020 /PRNewswire/ -- Johnson
& Johnson (NYSE: JNJ) today announced it has successfully
completed its acquisition of Momenta Pharmaceuticals, Inc.
("Momenta"), a company that discovers and develops novel therapies
for immune-mediated diseases, in an all cash transaction for
approximately $6.5 billion.
"We're delighted to welcome Momenta's talented team to the
Janssen Pharmaceutical Companies of Johnson & Johnson and to
begin our work together to further advance patient care in
autoantibody-driven diseases," said Jennifer Taubert, Executive Vice President,
Worldwide Chairman, Pharmaceuticals, Johnson & Johnson. "We
anticipate multiple launches, many of which would be first-in-class
indications in rare diseases and areas of significant unmet
need."
Johnson & Johnson's tender offer for all outstanding shares
of Momenta for $52.50 per share
expired at 12:00 a.m. (midnight),
New York City time, at the end of
the day on September 30, 2020. American Stock Transfer &
Trust Company, LLC, the depositary and paying agent for the tender
offer, has advised Johnson & Johnson that approximately
100,595,118 shares of Momenta's common stock were validly tendered
and not validly withdrawn in the tender offer, representing
approximately 79.4% of the outstanding shares of Momenta's common
stock on a fully diluted basis. All of the conditions to the tender
offer have been satisfied, and on October 1, 2020, Vigor Sub,
Inc. ("Vigor"), a wholly-owned subsidiary of Johnson & Johnson,
accepted for payment, and will as promptly as practicable pay for,
all shares validly tendered and not properly withdrawn in the
tender offer.
The acquisition was completed on October 1, 2020 through a
merger of Vigor with and into Momenta in accordance with Section
251(h) of the General Corporation Law of the State of Delaware without a vote of Momenta's
stockholders. Momenta now operates as a wholly-owned subsidiary of
Johnson & Johnson. In connection with the merger, shares of
Momenta that were not tendered in the tender offer were acquired by
Johnson & Johnson and converted into the right to receive
$52.50 per share. As a result of the
completion of the merger, Momenta's common stock will be delisted
from the NASDAQ Global Select Market.
"The Momenta team has made excellent progress in developing its
medicines for rare diseases, and we look forward to combining our
expertise and resources with theirs to increase that scope," said
Mathai Mammen, M.D., Ph.D., Global
Head of Janssen Research & Development, Johnson & Johnson.
"Our immunology pathways strategy creates an opportunity to create
a 'pipeline in a pathway,' with multiple potential indications
across autoimmune diseases with substantial unmet medical need in
maternal-fetal disorders, neuroimmune disorders, rheumatology,
dermatology and autoimmune hematology."
About Johnson & Johnson
At Johnson & Johnson, we believe good health is the
foundation of vibrant lives, thriving communities and forward
progress. That's why for more than 130 years, we have aimed to keep
people well at every age and every stage of life. Today, as the
world's largest and most broadly-based health care company, we are
committed to using our reach and size for good. We strive to
improve access and affordability, create healthier communities, and
put a healthy mind, body and environment within reach of everyone,
everywhere. We are blending our heart, science and ingenuity to
profoundly change the trajectory of health for humanity. Learn more
at www.jnj.com. Follow us at @JNJNews.
About the Janssen Pharmaceutical Companies of Johnson &
Johnson
At Janssen, we're creating a future where disease is a thing of
the past. We're the Pharmaceutical Companies of Johnson &
Johnson, working tirelessly to make that future a reality for
patients everywhere by fighting sickness with science, improving
access with ingenuity and healing hopelessness with heart. We focus
on areas of medicine where we can make the biggest difference:
Cardiovascular & Metabolism, Immunology, Infectious Diseases
& Vaccines, Neuroscience, Oncology and Pulmonary
Hypertension.
Learn more at www.janssen.com. Follow us at
https://twitter.com/JanssenGlobal or www.twitter.com/JanssenUS.
Janssen Research & Development, LLC is one of the Janssen
Pharmaceutical Companies of Johnson & Johnson.
Cautions Concerning Forward-Looking Statements
This press release contains "forward-looking statements"
regarding the acquisition of Momenta. The reader is cautioned not
to rely on these forward-looking statements. These statements are
based on current expectations of future events. If underlying
assumptions prove inaccurate or known or unknown risks or
uncertainties materialize, actual results could vary materially
from the expectations and projections of Johnson & Johnson.
Risks and uncertainties include, but are not limited to: the
potential that the expected benefits and opportunities of the
acquisition may not be realized or may take longer to realize than
expected; challenges inherent in new product research and
development, especially at an early stage of the development
program, including uncertainty of clinical success and obtaining
regulatory approvals; uncertainty of commercial success for new
products; manufacturing difficulties and delays; product efficacy
or safety concerns resulting in product recalls or regulatory
action; economic conditions, including currency exchange and
interest rate fluctuations; the risks associated with global
operations, including the impact of global public health crises and
pandemics, such as the outbreak of the coronavirus (COVID-19), on
Johnson & Johnson or Momenta and their customers and suppliers,
including foreign governments in countries in which Johnson &
Johnson or Momenta operates; competition, including technological
advances, new products and patents attained by competitors;
challenges to patents; changes to applicable laws and regulations,
including tax laws and global health care reforms; adverse
litigation or government action; changes in behavior and spending
patterns or financial distress of purchasers of health care
products and services; and trends toward health care cost
containment. In addition, there will be risks and uncertainties
related to the ability of the Johnson & Johnson family of
companies to successfully integrate the products and
employees/operations and clinical work of Momenta, as well as the
ability to ensure continued performance or market growth of
Momenta's products. A further list and descriptions of these risks,
uncertainties and other factors can be found in Johnson &
Johnson's Annual Report on Form 10-K for the fiscal year ended
December 29, 2019, including in the
sections captioned "Cautionary Note Regarding Forward-Looking
Statements" and "Item 1A. Risk Factors," and in the company's most
recently filed Quarterly Report on Form 10-Q, and the company's
subsequent filings with the Securities and Exchange Commission.
Copies of these filings are available online at www.sec.gov,
www.jnj.com or on request from Johnson & Johnson. Johnson &
Johnson does not undertake to update any forward-looking statement
as a result of new information or future events or
developments.
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SOURCE Johnson & Johnson