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`Exhibit (a)(1)(A)
`
`Offer to Purchase for Cash
`All Outstanding Shares of Common Stock
`of
`Momenta Pharmaceuticals, Inc.
`at
`$52.50 net per share, in cash,
`by
`Vigor Sub, Inc.
`a wholly owned subsidiary of
`Johnson & Johnson
`
`THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
`12:00 MIDNIGHT, NEW YORK CITY TIME,
`AT THE END OF THE DAY ON SEPTEMBER 30, 2020
`UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
`
`Vigor Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation
`(“Johnson & Johnson”), is offering to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of
`Momenta Pharmaceuticals, Inc., a Delaware corporation (“Momenta”), at a price of $52.50 per Share, net to the seller in cash, without interest and less
`any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be
`amended or supplemented from time to time, this “Offer to Purchase”) and in the related Letter of Transmittal (together with this Offer to Purchase and
`other related materials, as each may be amended or supplemented from time to time, the “Offer”).
`
`The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of August 19, 2020, by and among Johnson & Johnson,
`Purchaser and Momenta (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things,
`that as soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver of specified conditions, Purchaser will be
`merged with and into Momenta (the “Merger”) in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”) without a
`vote on the adoption of the Merger Agreement by Momenta stockholders, with Momenta continuing as the surviving corporation in the Merger and
`thereby becoming a wholly owned subsidiary of Johnson & Johnson. At the closing of the Merger, each Share outstanding immediately prior to the
`effective time of the Merger (other than (a) Shares owned by Johnson & Johnson, Purchaser, Momenta, or by any of their direct or indirect wholly
`owned subsidiaries, in each case at the commencement of the Offer and immediately prior to the effective time of the Merger, (b) Shares irrevocably
`accepted for purchase pursuant to the Offer or (c) Shares owned by any stockholders who have properly and validly demanded their appraisal rights in
`compliance with Section 262 of the DGCL) will be automatically converted into the right to receive the Offer Price, without interest and less any
`required withholding taxes. As a result of the Merger, Momenta will cease to be a publicly traded company and will become a wholly owned subsidiary
`of Johnson & Johnson.
`
`The Offer is conditioned upon, among other things, (a) the expiration or termination of any waiting period applicable to the transactions
`contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the
`absence of any voluntary agreement between Johnson & Johnson and Momenta, on the one hand, and the U.S. Federal Trade Commission (the “FTC”)
`or the U.S. Department of Justice (the “DOJ”), on the other hand, pursuant to which Johnson & Johnson and Momenta have agreed not to consummate
`the Offer or the Merger, (b) that, as of immediately prior to the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn
`in accordance with the terms of the Offer, and received by the Depositary (as defined in this Offer to Purchase) in accordance with the procedures set
`forth in Section 251(h) of the DGCL (as described in more detail in Section 3—“Procedures for Accepting the Offer and Tendering Shares”), together
`with the Shares then owned by Johnson & Johnson, Purchaser and their respective affiliates (if any), represent at least a majority of all then outstanding
`Shares on a fully-diluted basis,
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`(c) the absence of any law or order issued by any governmental authority that has the effect of making the transactions contemplated by the Merger
`Agreement illegal or the effect of prohibiting or otherwise preventing the transactions contemplated by the Merger Agreement, (d) the absence of any
`pending legal proceeding under any U.S. antitrust law brought by a governmental authority that challenges or seeks to make illegal, prohibit or
`otherwise prevent the transactions contemplated by the Merger Agreement, or that seeks to impose any Burdensome Condition (as defined in the Merger
`Agreement and described in more detail in Section 11—“The Transaction Agreements—Antitrust Filings”) thereon, (e) the absence of a Company
`Material Adverse Effect (as defined in the Merger Agreement and described in more detail in Section 11—“The Transaction Agreements—
`Representations and Warranties”) that is continuing as of immediately prior to the expiration of the Offer and (f) that the Merger Agreement has not
`been terminated in accordance with its terms. The Offer is also subject to other conditions as described in this Offer to Purchase. See Section 15
`—“Conditions to the Offer”. Neither the consummation of the Offer nor the Merger is subject to any financing condition.
`
`THE BOARD OF DIRECTORS OF MOMENTA UNANIMOUSLY RECOMMENDS THAT MOMENTA STOCKHOLDERS ACCEPT THE
`OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
`
`The board of directors of Momenta, among other things, has unanimously (a) determined that it is in the best interests of Momenta and
`its stockholders, and declared it advisable, for Momenta to enter into the Merger Agreement, (b) approved the execution and delivery by
`Momenta of the Merger Agreement, the performance by Momenta of its covenants and agreements contained therein and the consummation of
`the Offer and the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein and
`(c) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the stockholders of Momenta accept the
`Offer and tender their Shares to Purchaser pursuant to the Offer.
`
`A summary of the principal terms of the Offer is provided herein under the heading “Summary Term Sheet”. You should read this entire Offer to
`Purchase carefully before deciding whether to tender your Shares pursuant to the Offer.
`
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`IMPORTANT
`
`If you desire to tender all or any portion of your Shares to Purchaser pursuant to the Offer, you should either (a) complete and sign the letter of
`transmittal that accompanies this Offer to Purchase (the “Letter of Transmittal”), which is enclosed with this Offer to Purchase, in accordance with the
`instructions contained in the Letter of Transmittal, and mail or deliver the Letter of Transmittal (or a manually executed facsimile thereof) and any other
`required documents to American Stock Transfer & Trust Company, LLC, in its capacity as depositary and paying agent for the Offer (the “Depositary”),
`and either (i) deliver the certificates for your Shares to the Depositary along with the Letter of Transmittal (or a manually executed facsimile thereof) or
`(ii) tender your Shares by book-entry transfer by following the procedures described in Section 3—“Procedures for Accepting the Offer and Tendering
`Shares”, in each case prior to 12:00 midnight, New York City time, at the end of the day on September 30, 2020, which is the date that is 20 business
`days after the commencement of the Offer (the “Expiration Time”), unless Purchaser has extended the Offer pursuant to and in accordance with the
`Merger Agreement (in which event the “Expiration Time” will mean the latest time and date at which the Offer, as so extended by Purchaser, will
`expire), or (b) request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares
`registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your
`Shares to Purchaser pursuant to the Offer.
`
`Any Momenta stockholder may also tender Shares pursuant to the guaranteed delivery procedure described in Section 3—“Procedures for
`Accepting the Offer and Tendering Shares”.
`
`* * * * *
`
`Questions and requests for assistance should be directed to the Information Agent (as defined in this Offer to Purchase) at its address and
`telephone numbers set forth below and on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal
`and other materials related to the Offer may also be obtained for free from the Information Agent. Additionally, copies of this Offer to Purchase, the
`Letter of Transmittal and any other material related to the Offer may be obtained at the website maintained by the U.S. Securities and Exchange
`Commission (the “SEC”) at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.
`
`This Offer to Purchase and Letter of Transmittal contain important information and you should read both carefully and in their entirety
`before making a decision with respect to the Offer.
`
`The Offer has not been approved or disapproved by the U.S. Securities and Exchange Commission (“SEC”) or any state securities
`commission, nor has the SEC or any state securities commission passed upon the fairness or merits of or upon the accuracy or adequacy of the
`information contained in this Offer to Purchase. Any representation to the contrary is unlawful.
`
`
`
`
`The Information Agent for the Offer is:
`
`Innisfree M&A Incorporated
`501 Madison Avenue, 20th Floor
`New York, New York 10022
`
`Stockholders may call toll free:
`(888) 750-5834
`
`Banks and Brokers may call collect:
`(212) 750-5833
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`EX-(a)(1)(A)
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`TABLE OF CONTENTS
`
`
`SUMMARY TERM SHEET
`INTRODUCTION
`THE TENDER OFFER
` 1.
` Terms of the Offer.
` 2.
` Acceptance for Payment and Payment for Shares.
` 3.
` Procedures for Accepting the Offer and Tendering Shares.
` 4.
` Withdrawal Rights.
` 5.
` Material United States Federal Income Tax Consequences.
` 6.
` Price Range of Shares; Dividends.
` 7.
` Certain Information Concerning Momenta.
` 8.
` Certain Information Concerning Johnson & Johnson and Purchaser.
` 9.
` Source and Amount of Funds.
` 10.
` Background of the Offer; Past Contacts or Negotiations with Momenta.
` 11.
` The Transaction Agreements.
` 12.
` Purpose of the Offer; Plans for Momenta.
` 13.
` Certain Effects of the Offer.
` 14.
` Dividends and Distributions.
` 15.
` Conditions to the Offer.
` 16.
` Certain Legal Matters; Regulatory Approvals.
` 17.
` Fees and Expenses.
` 18.
` Miscellaneous.
`SCHEDULE I
`
` 1
` 10
` 13
` 13
` 15
` 16
` 18
` 19
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` 21
` 22
` 23
` 24
` 27
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`SUMMARY TERM SHEET
`
`The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and
`information contained in this Offer to Purchase, the related Letter of Transmittal (the “Letter of Transmittal”) and other related materials. You are
`urged to read carefully this Offer to Purchase, the Letter of Transmittal and other related materials in their entirety. Johnson & Johnson, a New Jersey
`corporation (“Johnson & Johnson”), and Vigor Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson
`(“Purchaser”), have included cross-references in this summary term sheet to other sections of this Offer to Purchase where you will find more complete
`descriptions of the topics mentioned below. The information concerning Momenta Pharmaceuticals, Inc., a Delaware corporation (“Momenta”),
`contained herein and elsewhere in this Offer to Purchase has been provided to Johnson & Johnson and Purchaser by Momenta or has been taken from or
`is based upon publicly available documents or records of Momenta on file with the U.S. Securities and Exchange Commission (“SEC”) or other public
`sources as of the date hereof. Johnson & Johnson and Purchaser have not independently verified the accuracy and completeness of such information.
`
`Securities Sought
`
` All outstanding shares of common stock, par value $0.0001 per share, of Momenta (the “Shares”).
`
`Price Offered Per Share
`
`Scheduled Expiration of Offer
`
`$52.50 per Share, net to the seller in cash, without interest and less any required withholding taxes
`(such amount, or any higher amount per Share that may be paid pursuant to the Offer, the “Offer
`Price”).
`
`Expiration of the Offer will occur at 12:00 midnight, New York City time, at the end of the day on
`September 30, 2020, unless the Offer is extended or earlier terminated in accordance with the
`Merger Agreement (as defined below); acceptance and payment for Shares is expected to occur on
`October 1, 2020, unless the Offer is extended pursuant to the terms of the Merger Agreement.
`
`
`
`
`
`Offeror
`
` Purchaser.
`
`Who is offering to purchase my Shares?
`Purchaser, which is a wholly owned subsidiary of Johnson & Johnson, is offering to purchase for cash all of the outstanding Shares. Purchaser is a
`Delaware corporation that was formed for the sole purpose of making the Offer and effecting the Merger (as defined below) and ancillary activities in
`connection with the Offer and the Merger.
`
`See the “Introduction” to this Offer to Purchase and Section 8—“Certain Information Concerning Johnson & Johnson and Purchaser”.
`
`Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us”, “we” and “our” to refer to Purchaser and, where
`appropriate, Johnson & Johnson.
`
`How many Shares are you seeking to purchase in the Offer?
`We are offering to purchase all of the outstanding Shares of Momenta on the terms and subject to the conditions set forth in this Offer to Purchase.
`In this Offer to Purchase, we use the term “Offer” to refer to this offer.
`
`
`
`See the “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer”.
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`Why are you making the Offer?
`We are making the Offer because Johnson & Johnson wants to acquire all outstanding equity interests of Momenta. If the Offer is consummated,
`pursuant to the Merger Agreement, Johnson & Johnson intends to cause Purchaser to consummate the Merger as soon as practicable (as described
`below). Upon consummation of the Merger, Momenta would cease to be a publicly traded company and would be a wholly owned subsidiary of
`Johnson & Johnson.
`
`See Section 12—“Purpose of the Offer; Plans for Momenta”.
`
`How much are you offering to pay and what is the form of payment? Will I have to pay any fees or commissions?
`We are offering to pay $52.50 per Share, net to the seller in cash, without interest and less any required withholding taxes. If you are the record
`owner of your Shares and you directly tender your Shares to us through American Stock Transfer & Trust Company, LLC, the depositary and paying
`agent in the Offer (the “Depositary”), you will not have to pay brokerage fees, commissions or similar expenses. If you own your Shares through a
`broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders
`your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge you a fee for doing so. You should
`consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.
`
`See the “Introduction”, Section 1—“Terms of the Offer” and Section 2—“Acceptance for Payment and Payment for Shares”.
`
`Is there an agreement governing the Offer?
`Yes. Johnson & Johnson, Purchaser and Momenta have entered into an Agreement and Plan of Merger, dated as of August 19, 2020 (as it may be
`amended from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things, for the terms and conditions of the Offer
`and the subsequent merger of Purchaser with and into Momenta (the “Merger”). If the Minimum Condition (as defined in Section 15—“Conditions to
`the Offer”) and the other conditions to the Offer are satisfied or waived and we consummate the Offer, we intend to effect the Merger as soon as
`practicable in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”) without a vote on the adoption of the Merger
`Agreement by Momenta stockholders.
`
`The Merger will become effective upon the filing of a certificate of merger with respect to the Merger with the Secretary of State for the State of
`Delaware in accordance with the DGCL, or a later time and day as may be agreed in writing by the parties and specified in the certificate of merger. We
`refer to the time and day the Merger becomes effective as the “Effective Time”.
`
`See Section 11—“The Transaction Agreements” and Section 15—“Conditions to the Offer”.
`
`Will you have the financial resources to make payment?
`Yes. Neither the consummation of the Offer nor the Merger is subject to any financing condition. The total amount of funds estimated to be
`required by Johnson & Johnson and Purchaser to consummate the Offer and purchase all outstanding Shares in the Offer, to complete the Merger and to
`fund payments in respect of outstanding Momenta stock options and outstanding Momenta restricted stock units is approximately $6.5 billion, excluding
`related fees and expenses. Johnson & Johnson and Purchaser anticipate funding these cash requirements from Johnson & Johnson’s available cash on
`hand.
`
`See Section 9—“Source and Amount of Funds”.
`
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`Is your financial condition relevant to my decision to tender my Shares in the Offer?
`No. We do not think our financial condition is relevant to your decision whether to tender Shares and accept the Offer because:
`•
` we have sufficient cash on hand to finance the Offer and the Merger;
`•
` the Offer is being made for all outstanding Shares solely for cash;
`•
` the Offer and the Merger are not subject to any financing condition; and
`•
` if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger as was paid in the Offer (i.e., the
`Offer Price) (subject to limited exceptions for (a) Shares owned by Johnson & Johnson, Purchaser, Momenta, or by any of their direct or
`indirect wholly owned subsidiaries, in each case at the commencement of the Offer and immediately prior to the Effective Time, and
`(b) Shares owned by any stockholders who have properly and validly demanded their appraisal rights in compliance with Section 262 of
`the DGCL), and Johnson & Johnson will have sufficient cash on hand to pay for all such Shares.
`
`
`
`See Section 9—“Source and Amount of Funds”.
`
`How long do I have to decide whether to tender my Shares in the Offer?
`You will have until 12:00 midnight, New York City time, at the end of the day on September 30, 2020, which is the date that is 20 business days
`after the commencement of the Offer (the “Expiration Time”), unless Purchaser has extended the Offer pursuant to and in accordance with the Merger
`Agreement (in which event the “Expiration Time” will mean the latest time and date at which the Offer, as so extended by Purchaser, will expire) or the
`Offer is earlier terminated pursuant to and in accordance with the Merger Agreement. If you hold Shares registered in the name of a broker, dealer,
`commercial bank, trust company or other nominee, you should be aware that these institutions may establish their own earlier deadline for tendering
`Shares in the Offer. Please give your broker, dealer, commercial bank, trust company or other nominee instructions with sufficient time to permit your
`nominee to tender your Shares by the Expiration Time.
`
`The time of acceptance for payment by Purchaser of all Shares validly tendered and not validly withdrawn in the Offer pursuant to and subject to
`the conditions of the Offer is referred to as the “Acceptance Time”.
`
`See Section 1—“Terms of the Offer” and Section 3—“Procedures for Accepting the Offer and Tendering Shares”.
`
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`
`•
`
`Can the Offer be extended and under what circumstances?
`Yes, the Offer and the Expiration Time can be extended in accordance with the Merger Agreement under the following circumstances:
`•
` If, as of the then-scheduled Expiration Time, any of the Offer Conditions (as defined below) other than the Minimum Condition (as defined
`in Section 15—“Conditions to the Offer”) is not satisfied or has not been waived, we may (and, if requested by Momenta, must) extend the
`Offer on one or more occasions for an additional period of up to 15 business days per extension, or any longer period as may be approved
`by Momenta, to permit the satisfaction of all Offer Conditions.
` If, as of the then-scheduled Expiration Time, all of the Offer Conditions except the Minimum Condition are satisfied or have been waived,
`such that the Minimum Condition is the only Offer Condition that is not satisfied, we may (and, if requested by Momenta, must) extend the
`Offer on one or more occasions for an additional period of up to ten business days per extension, or any longer period as may be approved
`by Momenta, to permit the Minimum Condition to be satisfied (provided that Purchaser is not required to extend the Offer in these
`circumstances on more than three occasions, but may, in its sole discretion, elect to do so).
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`•
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` We also must extend the Offer as required by applicable legal requirements and any rule, regulation, interpretation or position of the SEC
`or its staff or the Nasdaq Global Select Market (“NASDAQ”) that is applicable to the Offer.
`
`However, in no event will Purchaser be required to extend the Offer beyond January 19, 2021 (or, in the event that the Antitrust Condition, the
`Restraint Condition (solely in respect of any antitrust law) or the Litigation Condition (each, as defined below) have not been satisfied as of that date,
`April 19, 2021). If we extend the Offer, the extension will extend the time that you will have to tender (or withdraw) your Shares.
`
`See Section 1—“Terms of the Offer” for more details on our obligation and ability to extend the Offer and Section 15—“Conditions to the Offer”.
`
`How will I be notified if the Offer is extended?
`If we extend the Offer, we will inform the Depositary of any extension and will make a public announcement of the extension no later than 9:00
`a.m., New York City time, on the next business day after the previously scheduled Expiration Time.
`
`See Section 1—“Terms of the Offer”.
`
`What are the conditions to the Offer?
`The Offer is conditioned upon the satisfaction or waiver of the following conditions (collectively, the “Offer Conditions”):
`•
` the expiration or termination of any waiting period applicable to the transactions contemplated by the Merger Agreement under the Hart-
`Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder,
`and the absence of any voluntary agreement between Johnson & Johnson and Momenta, on the one hand, and the U.S. Federal Trade
`Commission (“FTC”) or the U.S. Department of Justice (the “DOJ”), on the other hand, pursuant to which Johnson & Johnson and
`Momenta have agreed not to consummate the Offer or the Merger (as further defined in Section 15—“Conditions to the Offer”, the
`“Antitrust Condition”);
` that, as of immediately prior to the Expiration Time, the Shares validly tendered and not validly withdrawn in accordance with the terms of
`the Offer, and received by the Depositary in accordance with the procedures set forth in Section 251(h) of the DGCL (as described in more
`detail in Section 3—“Procedures for Accepting the Offer and Tendering Shares”), together with the Shares then owned by Johnson &
`Johnson, Purchaser and their respective affiliates (if any), represent at least a majority of all then outstanding Shares on a fully-diluted
`basis (as further defined in Section 15—“Conditions to the Offer”, the “Minimum Condition”);
` that no governmental authority of competent and applicable jurisdiction has enacted, issued or promulgated any law or issued or granted
`any order that is in effect as of immediately prior to the Expiration Time and has the effect of making the transactions contemplated by the
`Merger Agreement illegal, or the effect of prohibiting or otherwise preventing the transactions contemplated by the Merger Agreement (as
`further defined in Section 15—“Conditions to the Offer”, the “Restraint Condition”);
` that there is no pending legal proceeding under any U.S. antitrust law brought by any applicable governmental authority that (a) challenges
`or seeks to make illegal, prohibit or otherwise prevent the transactions contemplated by the Merger Agreement or (b) seeks to impose any
`Burdensome Condition (as defined in the Merger Agreement and described in more detail in Section 11—“The Transaction Agreements—
`Antitrust Filings”) thereon (as further defined in Section 15—“Conditions to the Offer”, the “Litigation Condition”);
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`•
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`•
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`•
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`•
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` the accuracy of the representations and warranties made by Momenta in the Merger Agreement, subject to the materiality and other
`qualifications set forth in the Merger Agreement, as described in more detail in Section 15—“Conditions to the Offer” (as further defined
`in Section 15—“Conditions to the Offer”, the “Representations Condition”);
` that Momenta has not breached or failed to perform in any material respect any covenant or agreement required to be performed, or
`complied with, by it under the Merger Agreement so that such breach or failure is not cured as of immediately prior to the Expiration Time
`(as further defined in Section 15—“Conditions to the Offer”, the “Covenant Condition”);
` that since August 19, 2020, no Company Material Adverse Effect (as defined in the Merger Agreement and described in more detail in
`Section 11—“The Transaction Agreements—Representations and Warranties”) has arisen that is continuing as of immediately prior to the
`Expiration Time (as further defined in Section 15—“Conditions to the Offer”, the “MAE Condition”);
` the receipt by Johnson & Johnson of a certificate, signed by Momenta’s Chief Executive Officer on behalf of Momenta, certifying that the
`Representations Condition, the Covenant Condition and the MAE Condition have been satisfied; and
` that the Merger Agreement has not been terminated in accordance with its terms.
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`Purchaser expressly reserves the right to waive any of the Offer Conditions and make any changes to the terms and conditions of the Offer,
`including the Offer Conditions. However, without the prior written consent of Momenta, we are not permitted to (a) waive or modify the Minimum
`Condition, the Antitrust Condition or the Restraint Condition, (b) change the form of consideration payable in the Offer, (c) decrease the Offer Price,
`(d) decrease the number of Shares sought to be purchased in the Offer, (e) extend the Offer or the Expiration Time except as permitted under the Merger
`Agreement, (f) impose conditions to the Offer other than the Offer Conditions or (g) amend any term or condition of the Offer in any manner that is
`adverse to the Momenta stockholders.
`
`See Section 15—“Conditions to the Offer”.
`
`How do I tender my Shares?
`If you hold your Shares directly as the registered owner, you can (a) tender your Shares in the Offer by delivering the certificates for your Shares
`(“Share Certificates”), together with a completed and signed Letter of Transmittal, with any required signature guarantees, and any other documents
`required by the Letter of Transmittal, to the Depositary or (b) tender your Shares by following the procedure for book-entry transfer set forth in
`Section 3 of this Offer to Purchase, no later than the Expiration Time.
`
`If you hold Shares in “street” name through a broker, dealer, commercial bank, trust company or other nominee, your Shares can be tendered by
`your broker, dealer, commercial bank, trust company or other nominee through the Depositary. You must contact your broker, dealer, commercial bank,
`trust company or other nominee and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more
`details.
`
`If your Share Certificates are not immediately available, or you cannot complete the procedure for delivery by book-entry transfer on a timely
`basis, or you otherwise cannot deliver all required documents to the Depositary before the Offer expires, you may be able to tender your Shares using
`the enclosed Notice of Guaranteed Delivery (as defined herein). Please contact Innisfree M&A Incorporated (the “Information Agent”) for assistance.
`
`
`
`See Section 3—“Procedures for Accepting the Offer and Tendering Shares”.
`
`5
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`Regeneron Exhibit 2004
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`8/2/2021
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`Table of Contents
`
`EX-(a)(1)(A)
`
`Until what time may I withdraw previously tendered Shares?
`You may withdraw your previously tendered Shares at any time prior to 12:00 midnight, New York City time, at the end of the day on
`September 30, 2020, unless we extend the Offer pursuant to the Merger Agreement (i.e., the Expiration Time). Shares tendered pursuant to the Offer
`may be withdrawn at any time prior to the Expiration Time and, unless accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn
`at any time after October 31, 2020, which is the 60th day after the date of the commencement of the Offer.
`
`See Section 4—“Withdrawal Rights”.
`
`Will there be a subsequent offering period?
`We do not presently intend to offer a subsequent offering period.
`
`How do I withdraw previously tendered Shares?
`To withdraw previously tendered Shares, you must deliver a written notice of withdrawal (or a manually executed facsimile thereof), with the
`required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker,
`dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to
`arrange for the withdrawal of your Shares.
`
`See Section 4—“Withdrawal Rights”.
`
`What does the Momenta board of directors think of the Offer?
`The board of directors of Momenta (the “Momenta Board”), among other things, has unanimously (a) determined that it is in the best interests of
`Momenta and its stockholders, and declared it advisable, for Momenta to enter into the Merger Agreement, (b) approved the execution and delivery by
`Momenta of the Merger Agreement, the performance by Momenta of its covenants and agreements contained therein and the consummation of the Offer
`and the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein and (c) resolved, subject
`to the terms and conditions set forth in the Merger Agreement, to recommend that the stockholders of Momenta accept the Offer and tender their Shares
`to Pur