NEW BRUNSWICK, N.J.,
Jan. 11, 2019 /PRNewswire/
-- Johnson & Johnson (NYSE: JNJ) received notice of an
unsolicited "mini-tender" offer by Peer & Peri LLC (Peer &
Peri) to purchase up to 30,000 shares of common stock of Johnson
& Johnson, representing approximately 0.001% of the company's
outstanding shares. Peer & Peri's offer price
of $98.50 per share in cash is approximately 22.6% lower
than the $127.27 closing price of Johnson & Johnson
shares on December 28, 2018, the last closing price prior to
commencement of the mini-tender offer.
Johnson & Johnson does not endorse Peer & Peri's
unsolicited below-market mini-tender offer and recommends that
shareholders do not tender their shares because the offer is at a
price significantly below the current market price of Johnson &
Johnson shares. Johnson & Johnson recommends that
shareholders who have not responded to Peer & Peri's offer take
no action. Johnson & Johnson also recommends that
shareholders who have already tendered their shares withdraw those
shares in accordance with Peer & Peri's offering documents
prior to the expiration of the offer. The offer is currently
scheduled to expire at 5 p.m. New York City time
on January 31, 2019.
Johnson & Johnson is not affiliated or associated in any way
with Peer & Peri, its mini-tender offer or the offer
documentation.
Johnson & Johnson urges shareholders to obtain current
market quotations for their shares, to consult with their broker or
financial advisor, and to exercise caution with respect to Peer
& Peri's mini-tender offer.
Companies like Peer & Peri have made similar unsolicited
below-market mini-tender offers for shares of other public
companies. "Mini-tender" offers are designed to seek less than five
percent of a company's outstanding shares, thereby avoiding many
investor protections including the disclosure and procedural
requirements applicable to most bids under United States securities laws. As a result,
mini-tender offers do not provide investors with the same level of
protections as provided by larger tender offers under United States securities laws. The U.S.
Securities and Exchange Commission ("SEC") has cautioned investors
about mini-tender offers noting that "some bidders make mini-tender
offers at below-market prices, hoping that they will catch
investors off guard if the investors do not compare the offer price
to the current market price." The SEC also published investor tips
regarding these offers on its website at:
http://www.sec.gov/investor/pubs/minitend.htm.
Johnson & Johnson encourages brokers and dealers, as well as
other market participants, to review the SEC's letter regarding
broker-dealer mini-tender offer dissemination and disclosures
at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and NASD's Notice to Members 99-53, issued July 1999, regarding guidance to members
forwarding mini-tender offers to their customers, which can be
found at
www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
Johnson & Johnson requests that a copy of this press release
be included with all distributions of materials relating to Peer
& Peri's mini-tender offer related to Johnson & Johnson
shares.
About Johnson & Johnson
At Johnson & Johnson, we believe good health is the
foundation of vibrant lives, thriving communities and forward
progress. That's why for more than 130 years, we have aimed to keep
people well at every age and every stage of life. Today, as the
world's largest and most broadly-based health care company, we are
committed to using our reach and size for good. We strive to
improve access and affordability, create healthier communities, and
put a healthy mind, body and environment within reach of everyone,
everywhere. We are blending our heart, science and ingenuity to
profoundly change the trajectory of health for humanity.
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SOURCE Johnson & Johnson