Item 8.01 Other Events.
As previously announced, on January 5, 2024, Ambrx Biopharma, Inc. (Ambrx) entered into an Agreement and Plan of Merger (the
Merger Agreement) with Johnson & Johnson, a New Jersey corporation (Johnson & Johnson), and Charm Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Johnson & Johnson (Merger Sub), providing for the merger of Merger Sub with and into Ambrx (the Merger), with Ambrx surviving the Merger as a wholly owned subsidiary of Johnson & Johnson.
The closing of the Merger is conditioned upon, among other things, the expiration or termination of the waiting period applicable to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act).
Ambrx and Johnson & Johnson each made the
necessary filings under the HSR Act with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission on January 22, 2024. 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.
The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing
of the Merger. The closing of the Merger remains subject to the satisfaction or waiver of other customary closing conditions, including, without limitation, the adoption of the Merger Agreement and approval of the Merger by holders of shares of
common stock, par value $0.0001 per share, of Ambrx (Company Shares) representing at least a majority of the Company Shares entitled to vote thereon (the Company Stockholder Approval). As previously announced,
Ambrx has scheduled the special meeting of stockholders for March 6, 2024 to vote on adoption of the Merger Agreement. Subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, the parties expect the
Merger to close promptly after receipt of the Company Stockholder Approval.
For more information about the proposed transaction, including the Merger
Agreement, the Merger and the special meeting of Ambrxs stockholders, please see the definitive proxy statement filed with the Securities and Exchange Commission (the SEC) by Ambrx on January 29, 2024 (the
Definitive Proxy Statement).
Additional Information and Where to Find It
In connection with the proposed acquisition of Ambrx by Johnson
& Johnson, Ambrx filed the Definitive Proxy Statement with the SEC on January 29, 2024. The Definitive Proxy Statement and proxy card have
been mailed to Ambrxs stockholders of record as of the close of business on February 2, 2024. This Current Report on Form 8-K is not a substitute for the proxy statement or any other
document that may be filed by Ambrx with the SEC. AMBRXS STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF JOHNSON & JOHNSON AND AMBRX WITH THE SEC IN
CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES TO THE PROPOSED ACQUISITION. Investors and security holders are
able to obtain a free copy of the Definitive Proxy Statement and such other documents containing important information about Johnson & Johnson and Ambrx through the website maintained by the SEC at www.sec.gov. Johnson & Johnson
and Ambrx make available free of charge at Johnson & Johnsons website at www.investor.jnj.com and Ambrxs website at www.ir.ambrx.com, respectively, copies of materials they file with, or furnish to, the SEC. In addition, the
Definitive Proxy Statement and other documents filed by Ambrx with, or furnished to, the SEC may be obtained from Ambrx free of charge by directing a request to Ambrxs Investor Relations team at ir@ambrx.com.
Participants in the Solicitation
Ambrx and its
directors, executive officers and employees, including Stephen Glover, Kate Hermans, Janet Loesberg, Pharm. D, Paul Maier, and Margaret Dalesandro, Ph. D., all of whom are members of Ambrxs Board of Directors, as well as Daniel OConnor,
President, Chief Executive Officer and Director of Ambrx, Andrew Aromando, Chief Operating Officer of Ambrx, and Sonja Nelson, Chief Financial Officer of Ambrx, may be deemed to be participants in the solicitation of proxies from the stockholders of
Ambrx in connection with the proposed acquisition. Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is included in the The
Merger Interests of Ambrxs Directors and Executive Officers in the Merger and the Security Ownership of Certain Beneficial Owners and Management sections of the Definitive
Proxy Statement. The Definitive Proxy Statement and other documents may be obtained free of charge from the SECs website at www.sec.gov and Ambrxs website at www.ambrx.com.