Johnson & Johnson Announces Regulatory Clearance for Its Planned Acquisition of Cougar Biotechnology
17 Junho 2009 - 6:32PM
PR Newswire (US)
NEW BRUNSWICK, N.J., June 17 /PRNewswire-FirstCall/ -- Johnson
& Johnson (NYSE:JNJ) today announced the U.S. Federal Trade
Commission has granted early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act with respect
to its previously announced planned acquisition of Cougar
Biotechnology (NASDAQ:CGRB). Johnson & Johnson, through its
wholly owned subsidiary, Kite Merger Sub, Inc., initiated a cash
tender offer to purchase all outstanding shares of Cougar
Biotechnology common stock on June 5, 2009. The tender offer will
expire at midnight on July 2, 2009, unless extended in accordance
with the merger agreement and the applicable rules and regulations
of the U.S. Securities and Exchange Commission (SEC). Termination
of the waiting period satisfies one of the conditions to the tender
offer. The closing of the tender offer also is conditioned on the
tender of a majority of the outstanding shares of Cougar
Biotechnology's common stock and the satisfaction of other
customary closing conditions. Upon the successful closing of the
tender offer, shareholders of Cougar Biotechnology will receive
$43.00 in cash for each share of Cougar Biotechnology common stock
tendered in the offer, without interest and less any required
withholding taxes. As a subsidiary of Johnson & Johnson,
following the purchase of shares in the tender offer, Cougar
Biotechnology will work with Ortho Biotech Oncology Research &
Development, a unit of Centocor Research & Development, Inc., a
Johnson & Johnson company. About Johnson & Johnson Caring
for the world, one person at a time...inspires and unites the
people of Johnson & Johnson. We embrace research and science -
bringing innovative ideas, products and services to advance the
health and well-being of people. Our 119,000 employees at more than
250 Johnson & Johnson companies work with partners in health
care to touch the lives of over a billion people every day,
throughout the world. Additional Information This press release
contains "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These statements are
based on current expectations of future events. If underlying
assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results could vary materially from Johnson
& Johnson's expectations and projections. Risks and
uncertainties include: the tender of a majority of the outstanding
shares of common stock of Cougar Biotechnology; the possibility
that the transaction will not be completed, or if completed, not
completed on a timely basis; general industry conditions and
competition; business and economic conditions, such as interest
rate and currency exchange rate fluctuations; technological
advances and patents attained by competitors; challenges inherent
in new product development, including obtaining regulatory
approvals; domestic and foreign health care reforms and
governmental laws and regulations; and trends toward health care
cost containment. A further list and description of these risks,
uncertainties and other factors can be found in Exhibit 99 of
Johnson & Johnson's Annual Report on Form 10-K for the fiscal
year ended December 28, 2008. Copies of these filings, as well as
subsequent filings, are available online at http://www.sec.gov/,
http://www.jnj.com/ or on request from Johnson & Johnson.
Johnson & Johnson does not undertake to update any
forward-looking statements as a result of new information or future
events or developments. This press release is neither an offer to
purchase nor a solicitation of an offer to sell shares of Cougar
Biotechnology, Inc. Johnson & Johnson has filed a tender offer
statement with the SEC, and has mailed an offer to purchase, forms
of letter of transmittal and related documents to Cougar
Biotechnology shareholders. Cougar Biotechnology has filed with the
SEC, and has mailed to Cougar Biotechnology shareholders, a
solicitation/recommendation statement on Schedule 14D-9. These
documents contain important information about the tender offer and
shareholders of Cougar Biotechnology are urged to read them
carefully when they are received. These documents are available at
no charge at the SEC's website at http://www.sec.gov/. The tender
offer statement and the related materials may be obtained for free
by directing a request by mail to Georgeson Inc., 199 Water Street,
26th Floor, New York, New York 10038 or by calling toll-free (877)
278-9667. In addition, a copy of the offer to purchase, letter of
transmittal and certain other related tender offer documents may be
obtained free of charge by directing a request to Johnson &
Johnson at http://www.jnj.com/, or Johnson & Johnson, One
Johnson & Johnson Plaza, New Brunswick, NJ 08933, Attn:
Corporate Secretary. DATASOURCE: Johnson & Johnson CONTACT:
Press - Jeffrey J. Leebaw, +1-732-524-3350, +1-732-642-6608 (M), or
Bill Price, +1-732-524-6623, +1-732-668-3735 (M), or Investors:
Louise Mehrotra, +1-732-524-6491, or Tina Pinto, +1-732-524-2034
Web Site: http://www.jnj.com/
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