Johnson & Johnson Begins Tender Offer to Acquire Cougar Biotechnology

New Brunswick, NJ (June 5, 2009) -- Johnson & Johnson (NYSE: JNJ), through a new wholly-owned subsidiary, Kite Merger Sub, Inc., today will commence a cash tender offer to purchase all outstanding shares of common stock of Cougar Biotechnology, Inc. (Nasdaq: CGRB). Johnson & Johnson reported on May 21, 2009, its intent to acquire Cougar Biotechnology.

Upon the successful closing of the tender offer, shareholders of Cougar Biotechnology will receive $43.00 in cash for each share of Cougar Biotechnology 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 will work with Ortho Biotech Oncology Research & Development, a unit of Centocor Research & Development, Inc., a Johnson & Johnson company.

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Today, Johnson & Johnson will file with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO that provides the terms of the tender offer. Cougar Biotechnology will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Cougar Biotechnology’s board of directors that Cougar Biotechnology shareholders accept the tender offer and tender their shares to Johnson & Johnson. As previously disclosed, Cougar Biotechnology’s board of directors has unanimously approved the transaction.

The tender offer will expire at midnight on July 2, 2009, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is conditioned on the tender of a majority of the outstanding shares of Cougar Biotechnology’s common stock on a fully diluted basis. The closing is also conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.

Source: Johnson & Johnson