LOS ANGELES--(BUSINESS WIRE)--
Cougar Biotechnology, Inc. (NASDAQ: CGRB) announced today that the
initial offering period of Johnson & Johnson's (NYSE: JNJ) 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withdrawn, representing approximately 84.4% of Cougar common stock that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withdrawn during the offering period have been accepted for payment.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procedure and may not be withdrawn.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during the initial offering period may not be withdrawn during the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.
About Cougar
Cougar Biotechnology, Inc. 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's oncology portfolio
includes CB7630, a targeted inhibitor of the 17alpha-hydroxylase/c17,20
lyase enzyme, which is currently being tested in Phase III clinical
trials in prostate cancer and a Phase I/II trial in breast cancer;
CB3304, an inhibitor of microtubule dynamics, which is currently in a
Phase I trial in multiple myeloma; and CB1089, an analog of vitamin D,
which has been clinically tested in a number of solid tumor types.
Additional Information and Where to Find It
This announcement is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
securities. The tender offer is being made pursuant to a tender offer
statement on Schedule TO (including the offer to purchase, letter of
transmittal and other related tender offer materials) that was filed by
Johnson & Johnson and Kite Merger Sub, Inc., with the Securities and
Exchange Commission (SEC) on June 5, 2009, with amendments filed with
the SEC from time to time thereafter. In addition, Cougar Biotechnology
filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC related to the tender offer, on June 5, 2009, with amendments filed
with the SEC from time to time thereafter. These materials contain
important information, including the terms and conditions of the offer,
that should be read carefully before any decision is made with respect
to the tender offer. Investors and stockholders can obtain a free copy
of these materials and other documents filed by Johnson & Johnson, Kite
Merger Sub, Inc., and Cougar Biotechnology with the SEC at the website
maintained by the SEC at www.sec.gov.
The tender offer materials may also be obtained free of charge by
contacting the information agent for the tender offer, Georgeson, at
1-212-440-9800 for banks and brokers and 1-877-278-9667 for stockholders
and all others, or by writing to 199 Water Street, 26th floor, New York,
NY 10038.
Except for the historical information contained herein, the matters
set forth in this press release, including statements as to research and
development, commercialization of products and the pending acquisition
of Cougar Biotechnology, are forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially, including operating losses and fluctuations in
operating results; capital requirements; regulatory review and approval
of our products; the conduct and timing of clinical trials;
commercialization of products; market acceptance of products; product
labeling; concentrated customer base; reliance on strategic partnerships
and collaborations; uncertainties in drug development; uncertainties
regarding intellectual property, failure to satisfy conditions to the
closing of the acquisition and other risks detailed from time to time in
Cougar Biotechnology's SEC reports, including its Annual Report on Form
10-K for the year ended December 31, 2008. Cougar Biotechnology
disclaims any intent or obligation to update these forward-looking
statements.
