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`Johnson & Johnson to Acquire Momenta Pharmaceuticals, Inc., Expanding Janssen’s Leadership in Novel Treatments for Autoimmune Di…
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`OUR COMPANY
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`Johnson & Johnson to Acquire Momenta Pharmaceuticals, Inc.,
`Expanding Janssen’s Leadership in Novel Treatments for Autoimmune
`Diseases
`
`$6.5 Billion Acquisition Through an All-Cash Tender Offer of $52.50 Per Momenta Share
`
`Lead Asset Nipocalimab Provides Opportunity for Janssen to Deliver Transformative Treatments in Autoantibody-
`Driven Autoimmune Diseases
`
`Momenta’s Cambridge, Massachusetts, Presence Increases J&J Footprint and Capabilities in Key Innovation Hub
`
`NEW BRUNSWICK, N.J., August 19, 2020 – Johnson & Johnson (NYSE:JNJ) today announced it has entered into a definitive
`agreement to acquire Momenta Pharmaceuticals, Inc. (Momenta), a company that discovers and develops novel therapies for immune-
`mediated diseases, in an all cash transaction for approximately $6.5 billion.
`
`This acquisition provides an opportunity for the Janssen Pharmaceutical Companies of Johnson & Johnson to broaden its leadership in
`immune-mediated diseases and drive further growth through expansion into autoantibody-driven disease. The transaction will include
`full global rights to nipocalimab (M281), a clinically validated, potentially best-in-class anti-FcRn antibody. Nipocalimab gives Janssen
`the opportunity to reach significantly more patients by pursuing indications across many autoimmune diseases with substantial unmet
`medical need in maternal-fetal disorders, neuro-inflammatory disorders, rheumatology, dermatology and autoimmune hematology.
`Nipocalimab recently received a rare pediatric disease designation from the U.S. Food and Drug Administration. Momenta’s expertise
`in FcRn mechanisms is especially important for nipocalimab as it supports and accelerates the development of a medicine designed to
`target a number of autoantibody-driven conditions across several of Janssen’s established therapeutic areas. Janssen expects
`nipocalimab to contribute to its goals of achieving above-market growth over the mid and long term.
`
`Autoimmune diseases driven partially or completely by autoantibodies represent a novel area where Janssen can significantly improve
`health outcomes for patients. In autoantibody-driven diseases, the body’s antibodies attack or damage its own proteins, cells and
`tissues, often with devastating consequences. Autoantibody-driven diseases include Myasthenia Gravis, Hemolytic Diseases of the
`Fetus and Newborn, warm Autoimmune Hemolytic Anemia, and other serious dermatologic, rheumatic, neurologic, hematologic and
`renal diseases. An estimated 2.5 percent of the population, or approximately 195 million people worldwide, suffer from some form of
`autoantibody-driven disease, many of which are orphan and rare diseases.
`
`With competitively differentiated, parallel development programs and full worldwide commercial rights for nipocalimab, Janssen will
`have the potential to introduce multiple launches, many as first-in-class indications with potential for significant peak year sales, some
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`Johnson & Johnson to Acquire Momenta Pharmaceuticals, Inc., Expanding Janssen’s Leadership in Novel Treatments for Autoimmune Di…
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`of which could exceed $1 billion, supporting Janssen’s goal of continuing to deliver above-market performance over the long term.
`
`“This acquisition broadens Janssen’s leadership in autoimmune diseases and provides us with a major catalyst for sustained growth.
`Autoantibody-driven diseases are often serious, and patients are underserved by current treatment options," said Jennifer Taubert,
`Executive Vice President, Worldwide Chairman, Pharmaceuticals, Johnson & Johnson. “We’re excited by the opportunity to further
`advance patient care by combining Johnson & Johnson’s world-class R&D, commercial and supply chain capabilities with Momenta’s
`talented people, pipeline and deep expertise in this important area.”
`
`In addition to Momenta’s employees and lead asset nipocalimab, Janssen will acquire Momenta’s pipeline of clinical and pre-clinical
`assets. The acquisition was driven by the significant opportunity seen in nipocalimab, along with the scientific capability Janssen is
`acquiring with the Momenta team. Janssen’s plans for additional assets in the Momenta pipeline will be determined as more data
`become available and could offer further upside potential.
`
`“Nipocalimab, and the rest of Momenta’s pipeline, built over many years by outstanding scientists who have turned important insights
`into actionable biology, expands and complements our portfolio by giving us clinical-stage and discovery-stage compounds in
`autoantibody biological pathways. Combining Momenta’s discoveries with our 20-year heritage in immunology, global scope, and
`scientific and medical expertise, we see a real opportunity to create an entire ‘pipeline in a pathway,’” said Mathai Mammen, M.D.,
`Ph.D., Global Head of Janssen Research & Development, Johnson & Johnson. “We are excited about the significant potential to
`expand on Momenta’s excellent progress in rare diseases, and to increase our impact on patients both within and beyond our current
`focus areas.”
`
`Janssen plans to retain Momenta’s presence in Cambridge, Massachusetts. This site will increase Johnson & Johnson’s existing
`innovation footprint and capabilities in the greater Boston area given Momenta’s talented scientists, suite of proprietary technologies,
`sophisticated laboratories and proximity to top talent in this innovation hub.
`
`About the Agreement
`Under the terms of the transaction, which was approved by the Boards of Directors of both companies, Vigor Sub, Inc. (Merger Sub),
`a newly formed wholly-owned subsidiary of Johnson & Johnson (the Company), will commence a tender offer to purchase all
`outstanding shares of Momenta for $52.50 per share. The closing of the offer is conditioned on the tender of a majority of the
`outstanding shares of Momenta’s common stock on a fully diluted basis, as well as clearance under the Hart-Scott-Rodino Antitrust
`Improvements Act and other customary closing conditions. The $6.1 billion estimated net value of the transaction is based on
`Momenta’s estimated fully diluted shares outstanding, less estimated net cash at time of closing. Assuming the closing of the tender
`offer, the Company will acquire any shares of Momenta not tendered into the tender offer through a merger of Merger Sub with and
`into Momenta for the same per share consideration as will be payable in the tender offer. The merger will be effected as soon as
`practicable after the closing of the tender offer. Following completion of the merger, Momenta’s common stock will no longer be listed
`for trading on the NASDAQ Global Select Market.
`
`The transaction is expected to close in the second half of 2020. While the closing of the transaction is expected to be modestly
`dilutive, the Company is maintaining its current 2020 Adjusted EPS guidance range. Looking ahead, the costs associated with the
`[i]
`development of Momenta’s portfolio are expected to be incremental to planned R&D investment levels over the next few years given
`the value creation potential of our current portfolio, and thus expect this incremental investment in R&D to have an EPS impact worth
`approximately $0.10-$0.15 in 2021. The transaction will be accounted for as a business combination.
`
`About Janssen’s Approach to Autoimmune Disease
`Janssen has pioneered breakthrough science in autoimmune diseases with five approved therapies to treat more than 30 pediatric and
`adult indications. Significant unmet need remains, since many autoimmune diseases have few or no approved treatments, and only a
`small fraction ofthose living with autoimmune disease ever achieve sustained clinical remission.
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`Johnson & Johnson to Acquire Momenta Pharmaceuticals, Inc., Expanding Janssen’s Leadership in Novel Treatments for Autoimmune Di…
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`Janssen pursues research and development in both functional manifestations of disease (disease area strongholds) and biological
`pathways (pathway area strongholds). Biological pathways identify mechanisms through which seemingly dissimilar diseases can be
`connected by genetic, molecular or cellular systems in the body. It is now understood that multiple, diverse autoimmune diseases with
`high unmet medical need are linked by the same immune pathways.
`
`Janssen’s pathways-centric strategy opens the door to fully develop compounds for multiple diseases sharing a common pathway,
`thus challenging the concept of one drug for one disease. In addition, as scientific understanding of the immune system expands,
`there is increasing recognition of its impact on more diseases than previously understood.
`
`About Johnson & Johnson
`At Johnson & Johnson, we believe good health is the foundation of vibrant lives, thriving communities and forward progress. That’s why
`for more than 130 years, we have aimed to keep people well at every age and every stage of life. Today, as the world’s largest and
`most broadly-based health care company, we are committed to using our reach and size for good. We strive to improve access and
`affordability, create healthier communities, and put a healthy mind, body and environment within reach of everyone, everywhere. We
`are blending our heart, science and ingenuity to profoundly change the trajectory of health for humanity. Learn more at www.jnj.com.
`Follow us at @JNJNews.
`
`About the Janssen Pharmaceutical Companies of Johnson & Johnson
`At Janssen, we're creating a future where disease is a thing of the past. We're the Pharmaceutical Companies of Johnson & Johnson,
`working tirelessly to make that future a reality for patients everywhere by fighting sickness with science, improving access with
`ingenuity and healing hopelessness with heart. We focus on areas of medicine where we can make the biggest difference:
`Cardiovascular & Metabolism, Immunology, Infectious Diseases & Vaccines, Neuroscience, Oncology and Pulmonary Hypertension.
`
`Learn more at www.janssen.com. Follow us at www.twitter.com/JanssenGlobal or www.twitter.com/JanssenUS. Janssen Research &
`Development, LLC is one of the Janssen Pharmaceutical Companies of Johnson & Johnson.
`
`Cautions Concerning Forward-Looking Statements
`This press release contains "forward-looking statements" regarding the potential acquisition of Momenta. 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. 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 will not be obtained; uncertainty as to the percentage of Momenta stockholders that will support the proposed
`transaction and tender their shares in the offer; 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 Momenta 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 new product research and
`development, especially at an early stage of the development program, 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, including the impact of global public health crises and pandemics, such as
`the outbreak of the coronavirus (COVID-19), on Johnson & Johnson or Momenta and their customers and suppliers, including foreign
`governments in countries in which Johnson & Johnson or Momenta operates; 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
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`distress of purchasers of health care products and services; and trends toward health care cost containment. In addition, if and when
`the transaction is consummated, there will be risks and uncertainties related to the ability of the Johnson & Johnson family of
`companies to successfully integrate the products and employees/operations and clinical work of Momenta, as well as the ability to
`ensure continued performance or market growth of Momenta’s products. A further list and descriptions of these risks, uncertainties
`and other factors can be found in Johnson & Johnson's Annual Report on Form 10-K for the fiscal year ended December 29, 2019,
`including in the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in the
`company’s most recently filed Quarterly Report on Form 10-Q, and the company’s subsequent filings with the Securities and
`Exchange Commission. Copies of these filings are available online at www.sec.gov, www.jnj.com or on request from Johnson &
`Johnson. Johnson & Johnson does not undertake to update any forward-looking statement as a result of new information or future
`events or developments.
`
`Additional Information
`The tender offer described in this communication has not yet commenced, and this communication 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 Merger Sub to file
`a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC). Investors and Momenta
`Pharmaceuticals, Inc. security holders are strongly advised to read the tender offer statement (including an offer to purchase, letter of
`transmittal and related tender offer documents) that will be filed by Johnson & Johnson with the SEC and the related
`solicitation/recommendation statement on Schedule 14D-9 that will be filed by Momenta Pharmaceuticals, Inc. with the SEC, when
`they become available, because they will contain important information. These documents will be available at no charge on the SEC’s
`website at www.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, Office of the
`Corporate Secretary, One Johnson & Johnson Plaza, New Brunswick, NJ 08933, Attn: Corporate Secretary’s Office. A copy of the
`solicitation/recommendation statement on Schedule 14D-9 (once it becomes available) also may be obtained free of charge from
`Momenta under the “Investors & News” section of Momenta’s website at https://www.momentapharma.com/home/default.aspx.
`
`[i] Non-GAAP measure; excludes intangible amortization expense and special items
`
`Media Contacts:
`Cristal Downing
`Phone: (908) 616-8833
`
`Courtney Dugan
`Phone: (347) 452-1061
`
`Investor Contacts:
`Chris DelOrefice
`Phone: (732) 524-2955
`
`Jennifer McIntyre
`Phone: (732) 524-3922
`
`All contents © Copyright Johnson & Johnson Services, Inc.1997-2021. All Rights Reserved.
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`Regeneron Exhibit 2005
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