Johnson & Johnson (NYSE:JNJ) entered into a definitive agreement to acquire Momenta Pharmaceuticals, Inc. (NasdaqGS:MNTA) for $6.3 billion on August 19, 2020. Under the terms of the transaction, Johnson & Johnson will commence a tender offer to purchase all outstanding shares of Momenta Pharmaceuticals for $52.50 per share. Each outstanding Momenta Pharmaceuticals stock option will be automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of company shares underlying such option immediately prior to the effective time multiplied by (B) the amount, if any, by which the offer price exceeds the exercise price per share of such option, and each outstanding company restricted stock unit will be accelerated and vest in full and, as of the effective time, will be automatically canceled and converted into the right to receive an amount in cash equal to the product of (A) the number of company shares underlying such restricted stock unit immediately prior to the effective time multiplied by (B) the offer price, without interest and subject to any deduction for any withholding taxes. In a related transaction, Janssen Pharmaceutical Companies agreed to acquire pipeline of clinical and pre-clinical assets of Momenta Pharmaceuticals, Inc. Johnson & Johnson intends to use approximately $7.5 billion of the net proceeds of the offering of notes to fund the transaction. Following completion of the merger, Momenta's common stock will no longer be listed for trading on the NASDAQ Global Select Market. The tender offer commenced on September 2, 2020 and will expire on September 30, 2020. In case of termination, Momenta Pharmaceuticals may be required to pay a termination fee of $205 million to Johnson & Johnson.

The closing of the offer is conditioned on the tender of a majority of the outstanding shares of Momenta Pharmaceuticals' common stock on a fully diluted basis, as well as clearance under the Hart-Scott-Rodino Antitrust Improvements Act, government approvals and other customary closing conditions. The agreement was unanimously approved by the Boards of Directors of both Momenta Pharmaceuticals and Johnson & Johnson. As of September 15, 2020, Momenta Pharmaceuticals announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the transaction. The transaction is expected to close in the second half of 2020. As of September 15, 2020, the transaction is expected to close in early October 2020. While the closing of the transaction is expected to be modestly dilutive, the transaction will have EPS impact in 2021 of roughly $0.10 to $0.15.

Goldman Sachs & Co. LLC and Centerview Partners LLC acted as financial advisors while Peter Handrinos, Michael Egge, Patrick English, Matthew Conway, Lisa Watts, Alan Tamarelli, Elizabeth Richards, Betty Pang, Jenna Cooper and R. Scott Shean of Latham & Watkins LLP acted as legal advisors to Momenta Pharmaceuticals. Goldman Sachs & Co. LLC acted as the fairness opinion provider to Momenta. Robert I. Townsend, III, Damien R. Zoubek, J. Leonard Teti II, David J. Kappos, Anthony N. Magistrale, Jonathan J. Katz, Matthew Morreale, Brian M. Budnick and Jenny Hochenberg of Cravath, Swaine & Moore LLP acted as legal advisors to Johnson & Johnson. Centerview Partners LLC also acted as fairness opinion provider for Momenta. Graham Robinson and Christopher Barlow of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Goldman Sachs & Co. LLC and Centerview Partners LLC. Momenta Pharmaceuticals agreed to pay Centerview an aggregate fee of approximately $28.1 million, $2 million of which was payable upon the rendering of Centerview's opinion and approximately $26.1 million of which is payable contingent upon consummation of the Transaction. Momenta agreed to pay Goldman Sachs a fee of approximately $37 million, which will become due upon the closing of the transaction. Innisfree M&A Inc. acted as an information agent and American Stock Transfer & Trust Company as transfer agent for Johnson & Johnson.