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SC TO-C Filing
Johnson & Johnson (JNJ) SC TO-CInformation about tender offer
Filed: 22 May 09, 12:00am
William N. Hait, M.D., Ph.D.
Global Therapeutic Area Head
Oncology Research and Development
Founded 1886
New Brunswick, New Jersey
in a Former Wallpaper Factory
By three brothers with a dream… that Joseph Lister’s theories about
sterilization could save lives in America’s hospitals
Global Presence
World’s Largest Health Care Company
119,000 Employees
250 Operating Companies In 57 Countries
Selling Products in More Than 175 Countries
Our Credo
The Four Tenets
Customers
Employees
Communities
Stockholders
Our Values
Our mission will be
accomplished in an
environment that lives up to the
values set forth in the
J&J Credo
We shall value diversity and
fairness
We shall never forget that time
is a precious and irretrievable
resource
for patients, physicians,
families, friends, co-workers
Our Statement of Caring
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.
Employees of the Johnson & Johnson Family of Companies work with
partners in health care to touch the lives of over a billion people every
day, throughout the world.
*Non-GAAP measure; excludes IPR&D charges and other special items
**Non-GAAP financial measure: defined as operating cash flow less capital spending
% Change
Financial Highlights:
2008 vs. 2007
Sales
$63.7B
$61.1B
4.3%
1.9%
Adjusted Earnings*
$12.9B
$12.1B
6.8%
Adjusted EPS*
$4.55
$4.15
9.6%
Free Cash Flow**
$11.9B
$12.1B
Total Company
2008
2007
Total
Ops
Pharmaceuticals
39%
Medical Devices
& Diagnostics
36%
Consumer
25%
Sales by Segment
$16.0B
$24.6B
$23.1B
Total Sales $63.7 Billion
Pharmaceutical Growth Drivers
Operational Growth Rates
*Excluding the impact of generic competition and continuing declines in PROCRIT®,
pharmaceutical sales grew by 6 percent operationally
Nine products had sales of more than $1 billion dollars
REMICADE®
+ 13%
RISPERDAL® CONSTA®
+ 13%
TOPAMAX®
+ 11%
PREZISTA®
+ 163%
VELCADE™
+ 41%
INVEGA®
+ 117%
2008 Sales: $24.6 Billion
2008 Ops Growth Rate: (3.1)%*
Strategic Framework
Winning in
Health Care
Capitalizing
on
Convergence
Accelerating
Growth in
Emerging
Markets
Developing
Leadership
and Talent
Business Priorities
Operating Model
Broadly Based
in Human
Health Care
Managed
for the
Long Term
Decentralized
Management
Approach
People
and
Values
Our Credo
Winning in Health Care:
Key Elements
Growing our existing businesses
Building new platforms for growth
Participating in public policy dialogue
Winning in Health Care:
Growth through R&D
11.5%
11.9%
% to Sales
5-Year CAGR
9.4%
$U.S. Billions
Winning in Health Care:
Market Leadership
Anti-Anemia
Antipsychotics (Injectables)
Anti-TNF
Hormonal Contraceptives
Quinolone Anti-Infective
Coronary Stents
Minimally Invasive Surgery
Orthopaedics
Sutures
Psychostimulants
Lo-Cal Sweeteners
Blood Glucose Monitoring
Blood Screening & Typing
Electrophysiology Diagnostics &
Catheters
Disposable Contact Lenses
OTC Pharmaceuticals
Sanitary Protection
Wound Care
Baby & Kids Care
Johnson & Johnson
#1 or #2
Winning in Health Care:
2008 Product Launches and Extensions
REALIZE™ Adjustable Gastric Band
CONFIDENCE™ Spinal Cement
System
TRI-LOCK™ Hip Stem with
GRIPTION™
SIGMA® Knee Instruments
New HARMONIC® Energy Devices
OneTouch® Ping™
OneTouch® Vita™
ACUVUE® TruEye™
ACUVUE® OASYS™ for Astigmatism
INTELENCE™ (etravirine)
VELCADE® (bortezomib)
PREZISTA® (darunavir)
CONCERTA® (methylphenidate HCI)
Extended-release Tablets
ZYRTEC®
AVEENO® Positively Ageless
LISTERINE TOTAL CARE®
Winning in Health Care:
Recent Acquisitions
Pharmaceutical Research & Development
Leadership in pharmaceutical research and
development
Seventh largest pharmaceutical company
worldwide; fourth largest in the US
Fourth largest biotech company worldwide
Large and small molecule research focused on
5 therapeutic areas
Innovative platforms and technologies
Global operations with end-to-end capabilities
Outcomes-based development
Robust pipeline
Pipeline Productivity
Record submissions and approvals
7 NMEs approved in major markets
8 regulatory filings in the US and EU
Outstanding late development progress
5 compounds advanced to full development
Portfolio expansion through
Licensing
Establishing collaborations
Creating new partnerships in emerging regions
Key Pharmaceutical R&D Results: 2008 to Date
Five Therapeutic Area Focused
End-to-End Units
Therapeutic
Areas
Discovery
Early
Development
Late
Development
Lifecycle
Management
End-to-end
Accountability
Johnson & Johnson will transform cancer to a
preventable, chronic or curable disease by
delivering extraordinary diagnostic and
therapeutic solutions that prolong and improve
patients’ lives.
Our Oncology Vision
Three Tenets to Realize our Vision
Biomarkers are essential
Better understanding of cancer biology will lead to new targets
Open innovation
Modern Cancer Biology
“By the end of the twentieth century, it became increasingly clear
that many of the traits of tumors could not be traced directly back
to the individual genes they carry
The grand simplification agreed upon by early researchers had
begun to lose their utility.
Increasingly, evidence turned up that cancer is actually a disease
of tissues.”
R. A. Weinberg, in The Biology of Cancer, 2006
Old vs. New Thinking
Growth factors
Nutrients
The Hallmarks of Cancer
Douglas Hanahan and Robert A.
Weinberg; Cell, 100:57-70, 2000
Cancer Stem Cell
Cytotoxic
T Cells
Macrophages
“Microenvironment Disrupting Agents”
Figure 5-1 The Biology of Cancer (© Garland Science 2007)
Johnson & Johnson Area of Focus
“Microenvironment Disrupting Agents”
An Evolution of our Oncology Portfolio
Compound
Target / Class
Phase 1
Phase 2
Phase 3
DOXIL Breast Cancer
YONDELIS Ovarian Cancer
DACOGEN MDS
VELCADE NHL
DACOGEN AML
VELCADE 1ST Line MCL
CNTO 328 MM (2 nd & 3rd Ln)
CNTO 328 MM HRPC
CNTO 328 MM Castleman’s
VELCADE SC Formulation
CNTO 328 MM 1st Line
CNTO 888 Oncology
Doxorubicin liposomal
bortezomib
bortezomib
bortezomib
IL-6 mAb
IL-6 mAb
IL-6 mAb
IL-6 mAb
CCL2 mAb
DNA Hypermethylation
trabectedin
DNA Hypermethylation
Filed
Filed
Small Molecule
Large Molecule
Strong link to MDA Strategy
JNJ- 26854165 Oncology
Hdm-2
CNTO-95 HRPC
CCL2 mAb
JNJ-38877605 Oncology
c-Met
JNJ-26481585 Oncology
HDAC
CNTO-95 Melanoma
CCL2 mAb
Confidential
Our Path Forward
Deliver right dose of right
therapy to right patient at right
time
Seamless flow from discovery,
through biomarkers,
translational research and
clinical development
Goal to become top 5 oncology
company
Questions & Answers
Forward Looking Statements
(This presentation 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 presentation has not yet commenced, and this presentation 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.