Johnson & Johnson Completes Initial Tender Offer for Cougar Biotechnology
Published July 3rd, 2009
Johnson & Johnson (NYSE: JNJ) today announced that the initial offering period of its tender offer for all outstanding shares of common stock of Cougar Biotechnology, Inc. (Nasdaq: CGRB) expired at midnight (Eastern time) on July 2, 2009. The offer was conducted through a wholly owned subsidiary of Johnson & Johnson named Kite Merger Sub, Inc.
The depositary for the tender offer has advised Johnson & Johnson that, as of the expiration of the initial offering period, a total of approximately 17,742,030 shares of Cougar Biotechnology common stock were validly tendered and not withdrawn, representing approximately 84.4% of the outstanding shares of Cougar Biotechnology common stock. All shares that were validly tendered and not properly withdrawn during the initial offering period have been accepted for payment.
The depositary has also advised Johnson & Johnson that it has received commitments to tender approximately 2,001,065 additional shares under the guaranteed delivery procedures described in the offer.
Johnson & Johnson also announced that it is commencing through Kite Merger Sub, Inc. a subsequent offering period of its tender offer to acquire all remaining shares of Cougar Biotechnology common stock. This subsequent offering period will expire at 5:00 p.m. (Eastern time) on July 9, 2009, unless extended.
Any shares validly tendered during this subsequent offering period will be accepted immediately for payment, and tendering shareholders will thereafter promptly be paid $43.00 in cash for each share of Cougar Biotechnology common stock tendered, without interest and less any required withholding taxes. This is the same amount per share that was offered and paid in the initial offering period.
The subsequent offering period enables holders of shares of Cougar Biotechnology common stock who did not tender during the initial offering period to participate in the offer and receive the offer price on an expedited basis rather than waiting until the completion of the merger described below. Shares tendered during this subsequent offering period cannot be delivered by the guaranteed delivery procedure and may not be withdrawn. In addition, shares validly tendered during the initial offering period may not be withdrawn during the subsequent offering period.
Following the expiration of the subsequent offering period, Johnson & Johnson intends to complete the acquisition of Cougar Biotechnology through what is known as a “short-form merger,” without a vote or meeting of the remaining shareholders of Cougar Biotechnology.
Following the completion of the merger, Cougar Biotechnology will operate as a subsidiary of Johnson & Johnson, and will work with Ortho Biotech Oncology Research & Development, a unit of Centocor Research & Development, Inc., a Johnson & Johnson company.
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