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Johnson & Johnson (NYSE: JNJ) announced today its agreement with Ci: z Holdings Co., Ltd. (4924) (the "Company"), a Japanese company specializing in the marketing, development and distribution of dermocosmetic, cosmetic and skincare products, to launch a bid entirely in cash ("public offering"). purchase ") to acquire all of the outstanding shares of the Company not yet held by Johnson & Johnson and its affiliates at a price of JPY 5,900 per share, which is approximately JPY 230 billion. The acquisition will include the company's line of brands including Dr.Ci:Labo skin care products, Labo Labo and Genomer.
The company's portfolio of skincare products is expected to strengthen Johnson & Johnson's presence in the Japanese market with key customers and further strengthen its offering of scientifically-based and effective dermocosmetic brands.
"Consumers of health and beauty products are actively seeking scientific innovations to improve their skin," said Jorge Mesquita, global president of Johnson & Johnson Consumer. "This transaction will maximize value creation for Johnson & Johnson's consumer businesses by introducing an agile innovation model and rapidly accelerating sales through our global marketing expertise."
In July 2016, Cilag GmbH International, a subsidiary of Johnson & Johnson ("Cilag"), established a long-term strategic collaboration with the Company to distribute the Company's brands outside of Japan. As part of this collaboration, Cilag acquired approximately 19.9% of the outstanding shares of the Company. The take-over bid is part of a series of transactions in which Johnson & Johnson intends to acquire all of the outstanding shares of the Company, including a separate transaction in which Johnson & Johnson acquire the shares of the corporation held by CIC Corporation, the proprietary vehicle. from the founder of the company, Dr. Yoshinori Shirono.
Benefits of the proposed transaction
- Convincing cash transaction for the shareholders of the company: The transaction will provide an important and immediate premium to the shareholders of the company;
- Value-added transaction for Johnson & Johnson shareholders: The transaction would enhance the long-term growth and value creation of the Johnson & Johnson Consumer business;
- Increase the capabilities of connected commerce: The transaction will provide a springboard to strengthen the connected commerce capabilities of Johnson & Johnson Consumer by leveraging one of the largest customer relationship management databases for skin care directly to consumers in Japan;
- Develop and improve distribution through well-established networks: The addition of the company to the Johnson & Johnson family of companies will provide an opportunity to expand and enhance the presence in the retail business thanks to Johnson & Johnson's capabilities in consumption and its well-established distribution networks; and
- Strengthening the International Innovation Pipeline: The transaction will provide a solid platform for portfolio expansion by leveraging Johnson & Johnson's global innovation pipeline.
Roadmap for completion
Johnson & Johnson plans to launch the public tender offer on October 29, 2018. Additional information on the public takeover and the transactions will be made available to the shareholders of the Company in the registration statement of the purchase offer relating to the transaction that will be filed on EDINET in Japan. You can get copies of an English translation of the reasons for the public offer of purchase, which contains all the information described in the statement of registration of the company. 39, bid, by contacting the agent of Johnson & Johnson's public offerings, SMBC Nikko (IBG_M&[email protected]) at any time after October 29, 2018.
The takeover bid is expected to be closed in the first quarter of 2019. At the end of the public tender offer, Johnson & Johnson intends to to proceed with a squeeze-out procedure to buy the remaining shares of the company that have not been made to the public tender offer. we plan to finish in the first half of 2019.
The proposed transaction is conditioned by:
- Johnson & Johnson & s having acquired, directly or indirectly, at least two-thirds of all issued and outstanding shares of the Corporation at the end of the period of the public tender offer, which may to be extended in particular for this purpose: the shares tendered, the shares already held by Cilag and the shares held by CIC Corporation which will be acquired separately by Johnson & Johnson;
- Other customary terms of the offer described in the registration statement of the offer, including regulatory approvals.
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