Johnson & Johnson Completes Tender Offer For Omrix Biopharmaceuticals, Inc.
New Brunswick, NJ.- Johnson & Johnson (NYSE: JNJ) today announced that stockholders of Omrix Biopharmaceuticals, Inc. (NASDAQ: OMRI) (“Omrix”) tendered approximately 16,749,152 shares of Omrix common stock, including approximately 1,293,924 shares subject to guaranteed delivery procedures, representing approximately 97.8% of Omrix’s outstanding common stock. According to the terms of Johnson & Johnson’s tender offer, shares that were validly tendered and not withdrawn have been accepted for payment. The tender offer expired at 12:00 midnight (Eastern time) on Dec. 26, 2008, and was not extended.
Johnson & Johnson intends to complete the acquisition of Omrix through what is known as a “short-form merger,” that is, without a vote or meeting of Omrix’s remaining stockholders. Each of the remaining shares of Omrix common stock (other than shares owned by stockholders of Omrix who properly exercised their appraisal rights under Delaware law) will be converted into the right to receive $25.00 per share, less any required withholding taxes, in cash and without interest, which is the same amount per share that was paid in the tender offer. The merger is expected to occur as soon as practicable. Following the merger, Omrix is expected to operate as a stand-alone entity reporting through ETHICON, Inc., a Johnson & Johnson company and Omrix’s common stock will no longer list on NASDAQ
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