Johnson & Johnson Begins Tender Offer to Acquire Omrix
25 November 2008 - 6:38PM
PR Newswire (US)
NEW BRUNSWICK, N.J., Nov. 25 /PRNewswire-FirstCall/ -- Johnson
& Johnson (NYSE:JNJ) is commencing today, through a new
wholly-owned subsidiary, Binder Merger Sub, Inc., a cash tender
offer to purchase all outstanding shares of common stock of Omrix
Biopharmaceuticals, Inc. (NASDAQ:OMRI). Johnson & Johnson
reported on November 24, 2008, its intent to acquire Omrix. Upon
the successful closing of the tender offer, stockholders of Omrix
will receive $25.00 in cash for each share of Omrix common stock
tendered in the offer, less any required withholding taxes.
Following the purchase of shares in the tender offer, Omrix will
operate as a stand-alone entity reporting through ETHICON, Inc, a
Johnson & Johnson company. Johnson & Johnson will file
today with the Securities and Exchange Commission a tender offer
statement on Schedule TO that provides the terms of the tender
offer. Omrix will file with the SEC a solicitation/recommendation
statement on Schedule 14D-9 that includes the recommendation of
Omrix's board of directors that Omrix stockholders accept the
tender offer and tender their shares to Johnson & Johnson. As
previously announced, Omrix's board of directors has approved the
transaction. The tender offer will expire at 12:00 midnight on
December 23, 2008, unless extended in accordance with the merger
agreement and the applicable rules and regulations of the SEC. The
tender offer is conditioned on the tender of a majority of the
outstanding shares of Omrix's common stock on a fully diluted
basis. The closing is also conditioned on Israeli antitrust
clearance and other customary closing conditions. 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
119,400 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. (This press release
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 expectations and projections. Risks and
uncertainties include the satisfaction of closing conditions for
the acquisition, including clearance under Israeli antitrust laws
and receipt of certain other regulatory approvals for the
transaction, the tender of a majority of the outstanding shares of
common stock of Omrix, and the possibility that the transaction
will not be completed; general industry conditions and competition;
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 30, 2007. Copies of
these filings, as well as subsequent filings, are available online
at http://www.sec.gov/, http://www.jnj.com/ or on request from
Johnson & Johnson. Johnson & Johnson does not undertake to
update any forward-looking statements as a result of new
information or future events or developments.) Additional
Information This press release is neither an offer to purchase nor
a solicitation of an offer to sell shares of Omrix
Biopharmaceuticals, Inc. Johnson & Johnson will file a tender
offer statement with the SEC, and will mail an offer to purchase,
forms of letter of transmittal and related documents to Omrix
stockholders. Omrix will file with the SEC, and will mail to Omrix
stockholders, a solicitation/recommendation statement on Schedule
14D-9. These documents contain important information about the
tender offer and stockholders of Omrix are urged to read them
carefully when they become available. These documents will be
available at no charge at the SEC's website at http://www.sec.gov/.
The tender offer statement and the related materials may be
obtained for free by directing a request by mail to Georgeson Inc.,
199 Water Street, New York, New York 10038 or by calling toll-free
(888) 679-2897. 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
http://www.jnj.com/, or Johnson & Johnson, One Johnson &
Johnson Plaza, New Brunswick, NJ 08933, Attn: Corporate Secretary's
Office. DATASOURCE: Johnson & Johnson CONTACT: Media, Bill
Price, +1-732-524-6623, +1-732-668-3735 (m), or Jeffrey J. Leebaw,
+1-732-524-3350, +1-732-642-6608 (m); Investors, Stan Panasewicz,
+1-732-524-2524, all for Johnson & Johnson Web Site:
http://www.jnj.com/
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