Johnson & Johnson (NYSE:JNJ) entered into a definitive agreement to acquire Ambrx Biopharma Inc. (NasdaqGS:AMAM) from a group of shareholders for $1.8 billion on January 5, 2024. Johnson & Johnson will acquire all of the outstanding shares of Ambrx for $28 per share in cash. Upon termination of the transaction, under specified circumstances, Ambrx will be required to pay Johnson & Johnson, a termination fee of $70 million. The transaction is subject to customary closing conditions, including approval by Ambrx shareholders and clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction was unanimously approved by the Ambrx Board of Directors. The board of directors of Johnson & Johnson also approved the transaction. The required waiting period under the HSR Act with respect to the Merger expired at 11:59 p.m., Eastern Time on February 21, 2024. As of March 6, 2024, Ambrx shareholders approved the transaction. The transaction is expected to close in the first half of 2024. As of March 6, 2024, the transaction is expected to complete on or about March 7, 2024.

Centerview Partners LLC is acting as lead financial advisor and fairness opinion provider and Cantor Fitzgerald & Co. is acting as financial advisor to Ambrx; Ray Bogenrief, Timothy F. Nelson, Maria Raptis, Graham Robinson Jack P. Rossman, Resa K. Schlossberg, Moshe Spinowitz and Chadé Severin of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal counsels. Robert I. Townsend, III, Sanjay Murti and Jin-Kyu Baek of Cravath, Swaine & Moore LLP are legal advisors to Johnson & Johnson. Innisfree M&A Incorporated acted as proxy solicitor to Ambrx Biopharma and Innisfree will receive approximately $40,000 for the service. Equiniti Trust Company acted as transfer agent to Ambrx Biopharma. Ambrx has agreed to pay Centerview an aggregate fee of approximately $29.9 million, $1 million of which was payable upon the rendering of Centerview?s opinion and the remainder of which is payable contingent upon consummation of the Merger. Uale Taotafa and Michael Hostetler of Wilson Sonsini Goodrich & Rosati acted as legal advisors to Ambrx Biopharma.

Johnson & Johnson (NYSE:JNJ) completed the acquisition of Ambrx Biopharma Inc. (NasdaqGS:AMAM) from a group of shareholders on March 7, 2024. Transaction was fully funded by Johnson & Johnson through cash on hand.