This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the tender offer by Vigor Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Johnson & Johnson”), for all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Momenta Pharmaceuticals, Inc., a Delaware corporation (“Momenta”), at a price of $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 as of September 2, 2020 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached hereto as exhibits (a)(1)(A) and (a)(1)(B), respectively.
All of the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
| Item 1. | Summary Term Sheet. |
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
| Item 2. | Subject Company Information. |
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Momenta Pharmaceuticals, Inc., a Delaware corporation. Momenta’s principal executive offices are located at 301 Binney Street, Cambridge, MA 02142. Momenta’s telephone number at such address is (617) 491-9700. The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning Momenta” is incorporated herein by reference.
(b) This Schedule TO relates to all outstanding Shares. Momenta has advised Johnson & Johnson that, as of the close of business on August 21, 2020, 119,029,280 Shares were outstanding, 5,783,559 Shares were issuable pursuant to outstanding stock options and 1,821,310 Shares were subject to issuance upon settlement of outstanding restricted stock units, as described in further detail in the Offer to Purchase. The information set forth in the section of the Offer to Purchase entitled “Introduction” is incorporated herein by reference.
(c) The information set forth in the section of the Offer to Purchase entitled “Price Range of Shares; Dividends” is incorporated herein by reference.
| Item 3. | Identity and Background of Filing Person. |
(a)-(c) This Schedule TO is filed by Johnson & Johnson, a New Jersey corporation, and Vigor Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson. The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning Johnson & Johnson and Purchaser” and in Schedule I to the Offer to Purchase is incorporated herein by reference.
| Item 4. | Terms of the Transaction. |
(a) The information set forth in the Offer to Purchase is incorporated herein by reference.
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
(a)-(b) The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet”, “Introduction”, “Certain Information Concerning Johnson & Johnson and Purchaser”, “Background of the Offer; Past Contacts or Negotiations with Momenta”, “The Transaction Agreements” and “Purpose of the Offer; Plans for Momenta” is incorporated herein by reference.
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
(a) The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet”, “Introduction” and “Purpose of the Offer; Plans for Momenta” is incorporated herein by reference.
