Key Developments For Cougar Biotechnology, Inc.
Cougar Biotechnology, Inc. Delists From NASDAQ-Stock Exchange
The Stock Exchange reported that Cougar Biotechnology, Inc. has been delisted from NASDAQ.
Johnson & Johnson Announces Acquisition Of Cougar Biotechnology, Inc
Johnson & Johnson announced that it has completed its acquisition of Cougar Biotechnology, Inc. with approximately 20,148,930,000 shares tendered, representing approximately 95.9% of Cougar Biotechnology's outstanding common stock.
Johnson & Johnson Completes Initial Tender Offer For Cougar Biotechnology, Inc.
Johnson & Johnson announced that the initial offering period of its tender offer for all outstanding shares of common stock of Cougar Biotechnology, Inc. expired at midnight (Eastern time) on July 2, 2009. The offer was conducted through a wholly owned subsidiary of Johnson & Johnson named Kite Merger Sub, Inc. The depositary for the tender offer has advised Johnson & Johnson that, as of the expiration of the initial offering period, a total of approximately 17,742,030 shares of Cougar Biotechnology common stock were validly tendered and not withdrawn, representing approximately 84.4% of the outstanding shares of Cougar Biotechnology common stock. All shares that were validly tendered and not properly withdrawn during the initial offering period have been accepted for payment. The depositary has also advised Johnson & Johnson that it has received commitments to tender approximately 2,001,065 additional shares under the guaranteed delivery procedures described in the offer. Johnson & Johnson also announced that it is commencing through Kite Merger Sub, Inc. a subsequent offering period of its tender offer to acquire all remaining shares of Cougar Biotechnology common stock. This subsequent offering period will expire at 5:00 p.m. (Eastern time) on July 9, 2009, unless extended.
Cougar Biotechnology, Inc. Announces Dismissal of Class Action Complaint Seeking to Enjoin Tender Offer and Termination of Hart-Scott-Rodino Waiting Period
Cougar Biotechnology, Inc. announced the voluntary dismissal by the plaintiff of a class action complaint filed on May 28, 2009 in the Superior Court of the State of California, Los Angeles County. The complaint, captioned Puzanov v. Cougar Biotechnology, Inc., et al., Case No. BC 414586, sought to enjoin the tender offer commenced by Kite Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson, for all of the outstanding shares of Cougar Biotechnology's common stock at a price of $43.00 per share. Cougar will pay no settlement or attorneys' fees or other exCougar also noted that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) applicable to the tender offer was terminated on June 17, 2009. The termination of the HSR waiting period satisfies one of the conditions of the tender offer. Completion of the tender offer remains subject to the tender of a majority of Cougar`s outstanding shares of common stock on a fully diluted basis and the satisfaction of certain other conditions. penses of the plaintiff in connection with dismissal of the complaint.
Johnson & Johnson Announces Regulatory Clearance For Planned Acquisition Of Cougar Biotechnology, Inc.
Johnson & Johnson announced the U.S. Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to its previously announced planned acquisition of Cougar Biotechnology, Inc. Upon the successful closing of the tender offer, shareholders of Cougar Biotechnology, Inc. will receive $43.00 in cash for each share of Cougar Biotechnology, Inc. common stock tendered in the offer, without interest and less any required withholding taxes. As a subsidiary of Johnson & Johnson, following the purchase of shares in the tender offer, Cougar Biotechnology, Inc. will work with Ortho Biotech Oncology Research & Development, a unit of Centocor Research & Development, Inc., a Johnson & Johnson company.
