8/2/2021
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`Johnson & Johnson Completes Acquisition of Momenta Pharmaceuticals, Inc. | Johnson & Johnson
`
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`Johnson & Johnson Completes Acquisition of Momenta
`Pharmaceuticals, Inc.
`
`Acquisition broadens Janssen’s leadership in autoimmune diseases and provides a major catalyst for sustained
`growth
`
`NEW BRUNSWICK, N.J., October 1, 2020 -- Johnson & Johnson (NYSE: JNJ) today announced it has successfully completed its
`acquisition of 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.
`
`“We’re delighted to welcome Momenta’s talented team to the Janssen Pharmaceutical Companies of Johnson & Johnson and to begin
`our work together to further advance patient care in autoantibody-driven diseases,” said Jennifer Taubert, Executive Vice President,
`Worldwide Chairman, Pharmaceuticals, Johnson & Johnson. “We anticipate multiple launches, many of which would be first-in-class
`indications in rare diseases and areas of significant unmet need.”
`
`Johnson & Johnson’s tender offer for all outstanding shares of Momenta for $52.50 per share expired at 12:00 a.m. (midnight), New
`York City time, at the end of the day on September 30, 2020. American Stock Transfer & Trust Company, LLC, the depositary and
`paying agent for the tender offer, has advised Johnson & Johnson that approximately 100,595,118 shares of Momenta’s common
`stock were validly tendered and not validly withdrawn in the tender offer, representing approximately 79.4% of the outstanding shares
`of Momenta’s common stock on a fully diluted basis. All of the conditions to the tender offer have been satisfied, and on October 1,
`2020, Vigor Sub, Inc. (“Vigor”), a wholly-owned subsidiary of Johnson & Johnson, accepted for payment, and will as promptly as
`practicable pay for, all shares validly tendered and not properly withdrawn in the tender offer.
`
`The acquisition was completed on October 1, 2020 through a merger of Vigor with and into Momenta in accordance with Section
`251(h) of the General Corporation Law of the State of Delaware without a vote of Momenta’s stockholders. Momenta now operates
`as a wholly-owned subsidiary of Johnson & Johnson. In connection with the merger, shares of Momenta that were not tendered in the
`tender offer were acquired by Johnson & Johnson and converted into the right to receive $52.50 per share. As a result of the
`completion of the merger, Momenta’s common stock will be delisted from the NASDAQ Global Select Market.
`
`“The Momenta team has made excellent progress in developing its medicines for rare diseases, and we look forward to combining our
`expertise and resources with theirs to increase that scope,” said Mathai Mammen, M.D., Ph.D., Global Head of Janssen Research &
`Development, Johnson & Johnson. “Our immunology pathways strategy creates an opportunity to create a ‘pipeline in a pathway,’ with
`multiple potential indications across autoimmune diseases with substantial unmet medical need in maternal-fetal disorders,
`neuroimmune disorders, rheumatology, dermatology and autoimmune hematology.”
`
`About Johnson & Johnson
`
`https://www.jnj.com/johnson-johnson-completes-acquisition-of-momenta-pharmaceuticals-inc
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`8/2/2021
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`Johnson & Johnson Completes Acquisition of Momenta Pharmaceuticals, Inc. | Johnson & Johnson
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`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 https://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 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 potential that the expected benefits and
`opportunities of the acquisition 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 distress of purchasers of health care products and services; and trends toward health care cost
`containment. In addition, 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.
`
`Media Contacts:
`Cristal Downing
`Phone: (908) 616-8833
`
`https://www.jnj.com/johnson-johnson-completes-acquisition-of-momenta-pharmaceuticals-inc
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`Johnson & Johnson Completes Acquisition of Momenta Pharmaceuticals, Inc. | Johnson & Johnson
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`Courtney Dugan
`Phone: (347) 452-1061
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`Investor Contacts:
`Chris DelOrefice
`Phone: (732) 524-2955
`
`Jennifer McIntyre
`Phone: (732) 524-3922
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