Johnson & Johnson Announces Definitive Agreement To Acquire Cougar Biotechnology, Inc.
Johnson & Johnson and Cougar Biotechnology, Inc., a development stage biopharmaceutical company with a specific focus on oncology, recently announced a definitive agreement whereby Cougar Biotechnology will be acquired for approximately $1.0B in a cash tender offer.
Cougar Biotechnology, which has compounds in development for the treatment of prostate cancer, as well as breast cancer and multiple myeloma, will work with Ortho Biotech Oncology Research & Development, a unit of Centocor Research & Development, Inc., a Johnson & Johnson company.
Under the terms of the agreement, Johnson & Johnson will initiate a tender offer, through a new wholly-owned subsidiary, to purchase all outstanding shares of Cougar Biotechnology at $43 per share. The tender offer is conditioned on the tender of a majority of the outstanding shares of Cougar Biotechnology's common stock. The closing is conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The $970M estimated net value of the transaction is based on Cougar Biotechnology's 20.8 million shares outstanding, net of estimated cash on hand at closing. The boards of directors of both Johnson & Johnson and Cougar Biotechnology have approved the transaction.
Cougar Biotechnology is currently conducting two Phase III trials for abiraterone acetate, a late stage, first-in-class compound for the treatment of prostate cancer. The first Phase III trial is testing abiraterone acetate in patients with metastatic, castration-resistant prostate cancer who have progressed after docetaxel-based chemotherapy has failed. The second Phase III trial is studying abiraterone acetate in patients with metastatic, castration-resistant prostate cancer who have yet to receive chemotherapy. One in six men will be diagnosed with prostate cancer in his lifetime, and the disease accounts for 10 percent of cancer-related deaths in the United States.
"The acquisition of Cougar Biotechnology with its talented team will strengthen our growing capabilities toward a leadership position in the global oncology market," said William N. Hait, M.D., Ph.D., Global Therapeutic Head, Oncology, Ortho Biotech Oncology Research & Development. "We are developing new treatments that we anticipate will change the course of cancer treatment by targeting the tumor and its microenvironment and thereby will provide a meaningful difference in the lives of millions of patients worldwide."
Alan H. Auerbach, Chief Executive Officer, President and Founder of Cougar Biotechnology, said, "Since the founding of Cougar approximately six years ago, our employees have been relentlessly dedicated to the development of innovative oncology drugs and the creation of shareholder value. We believe that this transaction strongly positions abiraterone acetate for future success with a leading healthcare company that has the expertise, resources, dedication and motivation to deliver it to the cancer patients who need it."
Upon closing, the transaction is expected to have a dilutive impact to Johnson & Johnson's 2009 earnings per share of approximately $.02 to $.03. The transaction is expected to close in the third quarter of 2009.
About Johnson & Johnson
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. Our approximately 119,000 employees at more than 250 Johnson & Johnson companies work with partners in health care to touch the lives of over a billion people every day, throughout the world.
About Ortho Biotech Oncology Research & Development
Ortho Biotech Oncology Research & Development, a unit of Centocor Research & Development, Inc., a Johnson & Johnson company, is a research and development organization dedicated to oncology, hematology and supportive care. It partners closely with Centocor Ortho Biotech Products, L.P. and Janssen-Cilag companies worldwide to bring oncology treatments and supportive medicines to patients around the world.
About Cougar Biotechnology, Inc.
Cougar Biotechnology 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 Biotechnology's oncology portfolio includes abiraterone acetate (CB7630), an orally available targeted inhibitor of the steroidal enzyme known as 17-alpha hydroxylase/C17,20 lyase, which is currently being studied in two Phase III clinical trials in prostate cancer and a Phase I/II trial in breast cancer; noscapine (CB3304), an inhibitor of microtubule dynamics, which is currently in a Phase I trial in multiple myeloma; and seocalcitol (CB1089), an analog of vitamin D, which has been clinically tested in a number of solid tumor types. For more information, visit www.cougarbiotechnology.com.
SOURCE: Johnson & Johnson and Cougar Biotechnology, Inc.