LOS ANGELES--(BUSINESS WIRE)--Cougar Biotechnology, Inc. (NASDAQ: CGRB - News) announced today that the initial offering period of Johnson & Johnson’s (NYSE: JNJ - News) tender offer for all the outstanding shares of Cougar common stock expired at midnight (Eastern time) on July 2, 2009. The offer was conducted through a wholly-owned subsidiary of Johnson & Johnson named Kite Merger Sub, Inc.
The depositary for the tender offer has advised Cougar that, as of the expiration of the initial offering period, a total of approximately 17,742,030 shares of Cougar common stock were validly tendered and not withdrawn, representing approximately 84.4% of Cougar common stock that is outstanding. All shares that were validly tendered and not properly withdrawn during the offering period have been accepted for payment. In addition, the depositary has received commitments to tender approximately 2,001,065 additional shares under the guaranteed delivery procedures described in the offer.
Johnson & Johnson has advised Cougar that it is commencing through Kite Merger Sub, Inc., a subsequent offering period of its tender offer to acquire all remaining outstanding shares of Cougar common stock. This subsequent tender offering period will expire at 5:00 p.m. (Eastern time) on Thursday July 9, 2009, unless extended.
Any shares validly tendered during this subsequent offering period will be accepted immediately for payment, and tendering stockholders will thereafter promptly be paid $43.00 in cash for each share of Cougar common stock tendered, without interest and less any required withholding taxes. This is the same amount per share that was offered and paid in the initial offering period. Shares tendered during this subsequent offering period cannot be delivered by the guaranteed deliver procedure and may not be withdrawn. In addition, shares validly tendered during the initial offering period may not be withdrawn during the subsequent offering period.
Following the expiration of the subsequent offering period, Johnson & Johnson has advised Cougar that it intends to acquire any remaining shares of Cougar common stock through what is known as a “short-form” merger,” that is, without a vote or meeting of the remaining stockholders of Cougar. |
