Johnson
& Johnson Announces 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, Calif. -- May 21, 2009 – 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 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 $0.97 billion 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 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.”
Alan 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
Caring for the
world, one person at a time ... inspires and unites the people of 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.
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/C17,20 lyase, which is currently being studied in
two Phase III clinical trials in prostate cancer and a Phase I/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 (CB1089),
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
www.cougarbiotechnology.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 TO 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 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 at www.jnj.com, or Johnson &
Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933, Attn:
Corporate Secretary's Office.