NEW BRUNSWICK, N.J.,
Aug. 19, 2020 /PRNewswire/
-- Johnson & Johnson (NYSE:JNJ) today announced it has
entered into a definitive agreement to acquire 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.
This acquisition provides an opportunity for the Janssen
Pharmaceutical Companies of Johnson & Johnson to broaden its
leadership in immune-mediated diseases and drive further growth
through expansion into autoantibody-driven disease. The transaction
will include full global rights to nipocalimab (M281), a clinically
validated, potentially best-in-class anti-FcRn antibody.
Nipocalimab gives Janssen the opportunity to reach significantly
more patients by pursuing indications across many autoimmune
diseases with substantial unmet medical need in maternal-fetal
disorders, neuro-inflammatory disorders, rheumatology, dermatology
and autoimmune hematology. Nipocalimab recently received a rare
pediatric disease designation from the U.S. Food and Drug
Administration. Momenta's expertise in FcRn mechanisms is
especially important for nipocalimab as it supports and accelerates
the development of a medicine designed to target a number of
autoantibody-driven conditions across several of Janssen's
established therapeutic areas. Janssen expects nipocalimab to
contribute to its goals of achieving above-market growth over the
mid and long term.
Autoimmune diseases driven partially or completely by
autoantibodies represent a novel area where Janssen can
significantly improve health outcomes for patients. In
autoantibody-driven diseases, the body's antibodies attack or
damage its own proteins, cells and tissues, often with devastating
consequences. Autoantibody-driven diseases include Myasthenia
Gravis, Hemolytic Diseases of the Fetus and Newborn, warm
Autoimmune Hemolytic Anemia, and other serious dermatologic,
rheumatic, neurologic, hematologic and renal diseases. An estimated
2.5 percent of the population, or approximately 195 million people
worldwide, suffer from some form of autoantibody-driven disease,
many of which are orphan and rare diseases.
With competitively differentiated, parallel development programs
and full worldwide commercial rights for nipocalimab, Janssen will
have the potential to introduce multiple launches, many as
first-in-class indications with potential for significant peak year
sales, some of which could exceed $1
billion, supporting Janssen's goal of continuing to deliver
above-market performance over the long term.
"This acquisition broadens Janssen's leadership in autoimmune
diseases and provides us with a major catalyst for sustained
growth. Autoantibody-driven diseases are often serious, and
patients are underserved by current treatment options," said
Jennifer Taubert, Executive Vice
President, Worldwide Chairman, Pharmaceuticals, Johnson &
Johnson. "We're excited by the opportunity to further advance
patient care by combining Johnson & Johnson's world-class
R&D, commercial and supply chain capabilities with Momenta's
talented people, pipeline and deep expertise in this important
area."
In addition to Momenta's employees and lead asset nipocalimab,
Janssen will acquire Momenta's pipeline of clinical and
pre-clinical assets. The acquisition was driven by the significant
opportunity seen in nipocalimab, along with the scientific
capability Janssen is acquiring with the Momenta team. Janssen's
plans for additional assets in the Momenta pipeline will be
determined as more data become available and could offer further
upside potential.
"Nipocalimab, and the rest of Momenta's pipeline, built over
many years by outstanding scientists who have turned important
insights into actionable biology, expands and complements our
portfolio by giving us clinical-stage and discovery-stage compounds
in autoantibody biological pathways. Combining Momenta's
discoveries with our 20-year heritage in immunology, global scope,
and scientific and medical expertise, we see a real opportunity to
create an entire 'pipeline in a pathway,'" said Mathai Mammen, M.D., Ph.D., Global Head of
Janssen Research & Development, Johnson & Johnson. "We are
excited about the significant potential to expand on Momenta's
excellent progress in rare diseases, and to increase our impact on
patients both within and beyond our current focus areas."
Janssen plans to retain Momenta's presence in Cambridge, Massachusetts. This site will
increase Johnson & Johnson's existing innovation footprint and
capabilities in the greater Boston
area given Momenta's talented scientists, suite of proprietary
technologies, sophisticated laboratories and proximity to top
talent in this innovation hub.
About the Agreement
Under the terms of the
transaction, which was approved by the Boards of Directors of both
companies, Vigor Sub, Inc. (Merger Sub), a newly formed
wholly-owned subsidiary of Johnson & Johnson (the Company),
will commence a tender offer to purchase all outstanding shares of
Momenta for $52.50 per share. The
closing of the offer is conditioned on the tender of a majority of
the outstanding shares of Momenta's common stock on a fully diluted
basis, as well as clearance under the Hart-Scott-Rodino Antitrust
Improvements Act and other customary closing conditions. The
$6.1 billion estimated net value of
the transaction is based on Momenta's estimated fully diluted
shares outstanding, less estimated net cash at time of closing.
Assuming the closing of the tender offer, the Company will acquire
any shares of Momenta not tendered into the tender offer through a
merger of Merger Sub with and into Momenta for the same per share
consideration as will be payable in the tender offer. The merger
will be effected as soon as practicable after the closing of the
tender offer. Following completion of the merger, Momenta's common
stock will no longer be listed for trading on the NASDAQ Global
Select Market.
The transaction is expected to close in the second half of 2020.
While the closing of the transaction is expected to be modestly
dilutive, the Company is maintaining its current 2020 Adjusted
EPSi guidance range. Looking ahead, the costs associated
with the development of Momenta's portfolio are expected to be
incremental to planned R&D investment levels over the next few
years given the value creation potential of our current portfolio,
and thus expect this incremental investment in R&D to have an
EPS impact worth approximately $0.10-$0.15 in
2021. The transaction will be accounted for as a business
combination.
About Janssen's Approach to Autoimmune Disease
Janssen
has pioneered breakthrough science in autoimmune diseases with five
approved therapies to treat more than 30 pediatric and adult
indications. Significant unmet need remains, since many
autoimmune diseases have few or no approved treatments, and only a
small fraction of those living with autoimmune disease ever achieve
sustained clinical remission.
Janssen pursues research and development in both functional
manifestations of disease (disease area strongholds) and
biological pathways (pathway area strongholds). Biological pathways
identify mechanisms through which seemingly dissimilar diseases can
be connected by genetic, molecular or cellular systems in the body.
It is now understood that multiple, diverse autoimmune diseases
with high unmet medical need are linked by the same immune
pathways.
Janssen's pathways-centric strategy opens the door to fully
develop compounds for multiple diseases sharing a common pathway,
thus challenging the concept of one drug for one disease. In
addition, as scientific understanding of the immune system expands,
there is increasing recognition of its impact on more diseases than
previously understood.
About Johnson & Johnson
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
www.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 potential 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 risk
that the closing conditions for the acquisition will not be
satisfied, including the risk that clearance under the
Hart-Scott-Rodino Antitrust Improvements Act will not be obtained;
uncertainty as to the percentage of Momenta stockholders that will
support the proposed transaction and tender their shares in the
offer; the possibility that the transaction will not be completed
in the expected timeframe or at all; potential adverse effects to
the businesses of Johnson & Johnson or Momenta during the
pendency of the transaction, such as employee departures or
distraction of management from business operations; the risk of
stockholder litigation relating to the transaction, including
resulting expense or delay; the potential that the expected
benefits and opportunities of the acquisition, if completed, 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, if and when the transaction is
consummated, 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.
Additional Information
The tender offer described in this communication has not yet
commenced, and this communication 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 Merger
Sub to file a tender offer statement on Schedule TO with the U.S.
Securities and Exchange Commission (SEC). Investors and Momenta
Pharmaceuticals, Inc. security holders are strongly advised to
read the tender offer statement (including an offer to purchase,
letter of transmittal and related tender offer documents) that will
be filed by Johnson & Johnson with the SEC and the related
solicitation/recommendation statement on Schedule 14D-9 that will
be filed by Momenta Pharmaceuticals, Inc. with the SEC, when
they become available, 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, Office
of the Corporate Secretary, One
Johnson & Johnson Plaza,
New Brunswick, NJ 08933, Attn:
Corporate Secretary's Office. A copy of the
solicitation/recommendation statement on Schedule 14D-9 (once it
becomes available) also may be obtained free of charge from Momenta
under the "Investors & News" section of Momenta's website at
https://www.momentapharma.com/home/default.aspx.
i Non-GAAP measure; excludes intangible amortization
expense and special items
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SOURCE Johnson & Johnson