10/3/2016
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`Johnson & Johnson Announces Defi nitive Agreement to Acquire Cougar Biotechnology, Inc. (NYSE:JNJ)
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`May 21, 2009
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`Johnson & Johnson Announces
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`Definitive Agreement to Acquire
`Cougar Biotechnology, Inc.
`
`--Access to Late-Stage, First-in-Class Prostate
`Cancer Treatment Strengthens Presence in
`Oncology
`
`NEW BRUNSWICK, N.J., and LOS ANGELES, May 21, 2009 /PRNewswire-
`FirstCall Via COMTEX News Network/ -- Johnson & Johnson (NYSE: JNJ) and
`Cougar Biotechnology, Inc. (Nasdaq: CGRB), a development stage
`biopharmaceutical company with a specific focus on oncology, today announced a
`definitive agreement whereby Cougar Biotechnology will be acquired for
`approximately $1.0 billion in a cash tender offer.
`
`Cougar Biotechnology, which has compounds in development for the treatment of
`prostate cancer, as well as breast cancer and multiple myeloma, will work with
`Ortho Biotech Oncology Research & Development, a unit of Centocor Research &
`Development, Inc., a Johnson & Johnson company.
`
`Under the terms of the agreement, Johnson & Johnson will initiate a tender offer,
`through a new wholly-owned subsidiary, to purchase all outstanding shares of
`Cougar Biotechnology at $43 per share. The tender offer is conditioned on the
`tender of a majority of the outstanding shares of Cougar Biotechnology's common
`stock. The closing is conditioned on clearance under the Hart—Scott—Rodino
`Antitrust Improvements Act and other customary closing conditions. The $970
`million estimated net value of the transaction is based on Cougar Biotechnology's
`20.8 million shares outstanding, net of estimated cash on hand at closing. The
`boards of directors of both Johnson & Johnson and Cougar Biotechnology have
`approved the transaction.
`
`Cougar Biotechnology is currently conducting two Phase III trials for abiraterone
`acetate, a late stage, first-in-class compound for the treatment of prostate cancer.
`The first Phase III trial is testing abiraterone acetate in patients with metastatic,
`castration-resistant prostate cancer who have progressed after docetaxel-based
`chemotherapy has failed. The second Phase III trial is studying abiraterone acetate
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`http://www.i nvestor.j nj .com/rel easedetai I .cfm ?re|easei d= 385634
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`JANSSEN EXHIBIT 2101
`Mylan v. Janssen IPR2016-01332
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`10/3/2016
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`Johnson & Johnson Announces Definitive Agreement to Acquire Cougar Biotechnology, Inc. (NYSE:JNJ)
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`in patients with metastatic, castration-resistant prostate cancer who have yet to
`receive chemotherapy. One in six men will be diagnosed with prostate cancer in his
`lifetime, and the disease accounts for 10 percent of cancer-related deaths in the
`United States.
`
`"The acquisition of Cougar Biotechnology with its talented team will strengthen our
`growing capabilities toward a leadership position in the global oncology market,"
`said William N. Hait, M.D., Ph.D., Global Therapeutic Head, Oncology, Ortho
`Biotech Oncology Research & Development. "We are developing new treatments
`that we anticipate will change the course of cancer treatment by targeting the tumor
`and its microenvironment and thereby will provide a meaningful difference in the
`lives of millions of patients worldwide."
`
`AlaI1 H. Auerbach, Chief Executive Officer, President and Founder of Cougar
`Biotechnology, said, "Since the founding of Cougar approximately six years ago, our
`employees have been relentlessly dedicated to the development of innovative
`oncology drugs and the creation of shareholder value. We believe that this
`transaction strongly positions abiraterone acetate for future success with a leading
`healthcare company that has the expertise, resources, dedication and motivation to
`deliver it to the cancer patients who need it."
`
`Upon closing, the transaction is expected to have a dilutive impact to Johnson &
`Johnson's 2009 earnings per share of approximately $.02 to $.03. The transaction is
`expected to close in the third quarter of 2009.
`
`About Johnson & Johnson
`
`inspires and unites the people of
`Caring for the world, one person at a time
`Johnson & Johnson. We embrace research and science -- bringing innovative ideas,
`products and services to advance the health and well-being of people. Our
`approximately 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.
`
`About Ortho Biotech Oncology Research & Development
`
`Ortho Biotech Oncology Research & Development, a unit of Centocor Research &
`Development, Inc., a Johnson & Johnson company, is a research and development
`organization dedicated to oncology, hematology and supportive care. It partners
`closely with Centocor Ortho Biotech Products, L.P. and Janssen-Cilag companies
`worldwide to bring oncology treatments and supportive medicines to patients
`around the world.
`
`About Cougar Biotechnology, Inc.
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`http://www.i nvestor.j nj .com/releasedetai I .cfrn ?re|easei d= 385634
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`10/3/2016
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`Johnson & Johnson Announces Definitive Agreement to Acquire Cougar Biotechnology, Inc. (NYSE:JNJ)
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`Cougar Biotechnology is a Los Angeles-based biotechnology company, established to
`in-license and develop clinical stage drugs, with a specific focus on the field of
`oncology. Cougar Biotechnology's oncology portfolio includes abiraterone acetate
`(CB7630), an orally available targeted inhibitor of the steroidal enzyme known as 17-
`alpha hydroxylase/C17,2o lyase, which is currently being studied in two Phase III
`clinical trials in prostate cancer and a Phase 1/II trial in breast cancer; noscapine
`(CB3304), an inhibitor of microtubule dynamics, which is currently in a Phase I trial
`in multiple myeloma; and seocalcitol (CB1o89), an analog of vitamin D, which has
`been clinically tested in a number of solid tumor types. Further information about
`Cougar Biotechnology can be found at wwwcougarbiotechnology.com.
`
`(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, Centocor Research & Development's and Cougar
`Biotechnology's expectations and projections. Risks and uncertainties include the
`satisfaction of closing conditions for the acquisition, including clearance under the
`Hart-Scott-Rodino Antitrust Improvements Act; 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; the potential that market segment growth will not follow historical patterns;
`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, and Cougar Biotechnology,
`Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as
`well as other subsequent filings. Copies of these filings, as well as subsequent filings,
`are available online at wwW.sec.gov, Www.cougarbiotechnology.com or on request
`from Johnson & Johnson or Cougar Biotechnology. None of Johnson & Johnson,
`Centocor Research & Development or Cougar Biotechnology undertakes to update
`any forward-looking statements as a result of new information or future events or
`developments.)
`
`Additional Information
`
`The tender offer described in this release has not yet commenced, and this release is
`neither an offer to purchase nor a solicitation of an offer to sell securities. At the
`time the tender offer is commenced, Johnson & Johnson will cause a new wholly-
`owned subsidiary, Kite Merger Sub, Inc., to file a tender offer statement on Schedule
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`10/3/2016
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`Johnson & Johnson Announces Definitive Agreement to Acquire Cougar Biotechnology, Inc. (NYSE:JNJ)
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`T0 with the U.S. Securities and Exchange Commission (SEC). Investors and Cougar
`Biotechnology stockholders are strongly advised to read the tender offer statement
`(including an offer to purchase, letter of transmittal and related tender offer
`documents) and the related solicitation/recommendation statement on Schedule
`14D-9 that will be filed by Cougar Biotechnology with the SEC, because they will
`contain important information. These documents will be available at no charge on
`the SEC's website at wvvw.sec.gov. In addition, a copy of the offer to purchase, letter
`of transmittal and certain other related tender offer documents (once they become
`available) may be obtained free of charge by directing a request to Johnson &
`Johnson at www.jnj.com, or Johnson & Johnson, One Johnson & Johnson Plaza,
`New Brunswick, NJ 08933, Attn: Corporate Secretary's Office.
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`SOURCE Johnson & Johnson
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`http://www.jnj.com
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`Copyright (C) 2009 PR Newswire. All rights reserved
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