About the Merger Agreement
Under the terms of the transaction, which was approved by the Johnson & Johnson Board of Directors, Johnson & Johnson (the Company) will
acquire all of the outstanding shares of Ambrxs common stock for $28.00 per share in cash through a merger of Ambrx with a subsidiary of the Company. The closing of the transaction is expected to occur in the first half of 2024, subject to
receipt of Ambrx shareholder approval, as well as clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The approximately $1.9 billion estimated net value of the transaction is based on
Ambrxs estimated fully diluted shares outstanding, less estimated net cash at the time of closing. Following completion of the transaction, Ambrxs common stock will no longer be listed for trading on the NASDAQ Global Select Market.
The accounting treatment as a business combination or asset acquisition will be determined on or before the expected close of the transaction.
About Johnson & Johnson
At
Johnson & Johnson, we believe health is everything. Our strength in healthcare innovation empowers us to build a world where complex diseases are prevented, treated, and cured, where treatments are smarter and less invasive,
and solutions are personal. Through our expertise in Innovative Medicine and MedTech, we are uniquely positioned to innovate across the full spectrum of healthcare solutions today to deliver the breakthroughs of tomorrow, and profoundly impact
health for humanity. Learn more at https://www.jnj.com/ or at www.janssen.com/johnson-johnson-innovative-medicine. Follow us at @JNJInnovMed.
Cautions Concerning Forward-Looking Statements
This
press release contains forward-looking statements regarding the acquisition of Ambrx. 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 or Ambrx. Risks and uncertainties include, but
are not limited to: the risk that the closing conditions for the acquisition will not be satisfied, including the risk that clearance under the Hart-Scott-Rodino Antitrust Improvements Act or other applicable antitrust laws will not be obtained;
uncertainty as to the percentage of Ambrx stockholders that will vote to approve the proposed transaction at the Ambrx shareholder meeting; the possibility that the transaction will not be completed in the expected timeframe or at all; potential
adverse effects to the businesses of Johnson & Johnson or Ambrx during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the
transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the acquisition, if completed, may not be realized or may take longer to realize than expected; challenges inherent in product research
and development, 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; 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 services and products; 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
programs and employees/operations and clinical work of Ambrx. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Johnson & Johnson and Ambrx can
be found in Johnson & Johnsons Annual Report on Form 10-K for the fiscal year ended January 1, 2023, including in the sections captioned Cautionary Note Regarding Forward-Looking
Statements and Item 1A. Risk Factors, and in the companys most recently filed Quarterly Report on Form 10-Q, and the companys subsequent filings with the Securities and Exchange
Commission (the SEC), and under the caption Risk Factors in Ambrxs Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, and elsewhere in Ambrxs reports filed with
the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, www.jnj.com, https://Ambrx.com or on request from Johnson & Johnson or Ambrx. Neither Johnson & Johnson nor Ambrx undertakes to
update any forward-looking statement as a result of new information or future events or developments, except as required by law.
Additional
Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the proposed acquisition of Ambrx by
Johnson & Johnson. In connection with the proposed transaction, Ambrx intends to file relevant materials with the SEC, including Ambrxs proxy statement in preliminary and definitive form. INVESTORS AND STOCKHOLDERS OF AMBRX ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING AMBRXS PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders of Ambrx
are or will be able to obtain these documents (when they are available) free of charge from the SECs website at www.sec.gov, or free of charge from Ambrx on Ambrxs website at https://ir.Ambrx.com.
Participants in the Solicitation
Johnson &
Johnson and Ambrx and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from stockholders of Ambrx in connection
with the proposed transaction. Information about Johnson & Johnsons directors is set forth in Johnson & Johnsons Proxy Statement on Schedule 14A for its 2023 Annual Meeting of Shareholders, which was filed with the SEC
on March 15, 2023; and information about Johnson & Johnsons executive officers is set forth in Johnson & Johnsons Annual Report on Form 10-K for the fiscal year ended
January 1, 2023, which was filed with the SEC on February 16, 2023. Information about Ambrxs directors and executive officers is set forth in Ambrxs Proxy Statement on Schedule 14A for its 2023 Annual General Meeting of
Shareholders, which was filed with the SEC on April 28, 2023. To the extent holdings of Johnson & Johnsons or Ambrxs securities by their respective directors or executive officers have changed since the amounts set forth in
such 2023 proxy statements, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning the interests of
Ambrxs participants in the solicitation, which may, in some cases, be different than those of Ambrxs stockholders generally, will be set forth in Ambrxs proxy statement relating to the proposed transaction when it becomes
available.
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