Johnson & Johnson Announces Definitive Agreement to Acquire Cougar Biotechno...( Access to Late-Stage First-in-Class P...)

Access to Late-Stage, First-in-Class Prostate Cancer Treatment Strengthens Presence in Oncology

NEW BRUNSWICK, N.J., and LOS ANGELES, May 21 /PRNewswire-FirstCall/ -- Johnson & Johnson (NYSE: JNJ) and Cougar Biotechnology, Inc. (Nasdaq: CGRB), a development stage biopharmaceutical company with a specific focus on oncology, today announced a definitive agreement whereby Cougar Biotechnology will be acquired for approximately $1.0 billion 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 $970 million 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
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