This Amendment No. 2 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, this “Schedule 14D-9”) filed by Momenta
Pharmaceuticals, Inc., a Delaware corporation (“Momenta” or the “Company”), with the United States Securities and Exchange Commission (the “SEC”) on September 2, 2020, relating to the tender
offer (the “Offer”) by Vigor Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), to purchase all of the
outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), at a purchase price equal to $52.50 per Share, net to the seller, in cash, without interest and less any required withholding taxes,
upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 2, 2020 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which,
together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time,
the “Schedule TO”) filed by Parent and Purchaser with the SEC on September 2, 2020. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule 14D-9 and are incorporated herein by reference.
Except to the extent specifically provided in this Amendment, the
information set forth in this Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in this Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Item 8.
Additional Information.
Item 8 of this Schedule 14D-9 is hereby amended and supplemented
by adding the following paragraph after the second paragraph under the heading “Item 8. Additional Information – Regulatory Approvals” on page 57 of the Schedule 14D-9:
“The required waiting period under the HSR Act with respect to the transactions contemplated by the Merger Agreement expired at 11:59 p.m., New York City
time, on September 14, 2020, and there is no voluntary agreement between Parent and the Company, on the one hand, and the Antitrust Division or the FTC, on the other hand, pursuant to which the parties have agreed not to consummate the Offer or
the Merger. Accordingly, the Antitrust Condition (as defined in the Offer to Purchase in Section 15 under the heading entitled “Conditions to the Offer”) has been satisfied. The Offer continues to be subject to the remaining
conditions set forth in the Offer to Purchase. On September 15, 2020, the Company issued a press release announcing the expiration of the required waiting period under the HSR Act with respect to the Offer, a copy of which is attached hereto as
Exhibit (a)(5)(M).”
Item 9. Exhibits.
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
(a)(5)(M)
|
|
Press Release issued by the Company, dated September 15, 2020.
|