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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Agreement and Plan of Merger
As previously disclosed in the Current Report on Form 8-K filed by Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Johnson & Johnson, a New Jersey corporation (“Parent”), and Vigor Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub, on September 2, 2020, commenced a tender offer (the “Offer”) to acquire all of the Company’s outstanding shares of common stock (the “Company Shares”) at a purchase price of $52.50 per Company Share (the “Offer Price”), net to the seller, in cash, without interest and less any required withholding taxes. As of 12:00 midnight, New York City time, at the end of the day on September 30, 2020, the Offer expired as scheduled. American Stock Transfer & Trust Company, LLC, in its capacity as depositary and paying agent for the Offer, advised the Company that approximately 100,595,118 Company Shares (not including 5,761,554 Company Shares tendered by notice of guaranteed delivered) were validly tendered and not validly withdrawn in the Offer, representing approximately 79.4% of the then outstanding Company Shares (on a fully-diluted basis). The number of tendered shares satisfies the Minimum Condition (as defined in the Merger Agreement). With the Minimum Condition and all other conditions to the Offer having been satisfied, on October 1, 2020, Merger Sub accepted for purchase all Company Shares that were validly tendered pursuant to the Offer and not validly withdrawn.
Following completion of the Offer, on October 1, 2020, Merger Sub merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with the separate corporate existence of Merger Sub ceasing and the Company surviving the Merger under the name “Momenta Pharmaceuticals, Inc.” as a wholly owned subsidiary of Parent (the “Merger”), pursuant to the Merger Agreement. The Merger became effective on October 1, 2020, following the filing of the certificate of merger with the Secretary of State of the State of Delaware.
At the effective time of the Merger (the “Effective Time”), and as a result of the Merger:
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each Company Share, other than any Company Shares (i) owned at the commencement of the Offer and immediately prior to the Effective Time by Parent, Merger Sub or the Company, or by any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company, (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) owned by Company stockholders who were entitled to demand and properly and validly demanded their appraisal rights under Delaware law, was automatically converted into the right to receive an amount in cash equal to the Offer Price, subject to reduction for any applicable withholding taxes and without interest;
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each share of common stock, par value $0.01 per share, of Merger Sub that was outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and nonassessable share of common stock of the Company as the surviving corporation in the Merger;
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each outstanding option to purchase Company Shares was automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of Company Shares underlying such option immediately prior to the Effective Time (whether vested or unvested) multiplied by (ii) the amount, if any, by which the Offer Price exceeded the exercise price per share of such option, less any required withholding taxes; and
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