Johnson & Johnson Announces Offer to Acquire Ci:z Holdings Co., Ltd.
Acquisition is Expected to Expand J&J?s Consumer Portfolio of Science-based Dermocosmetic Beauty Products
NEW BRUNSWICK, NJ, ? Johnson & Johnson (NYSE: JNJ) today announced that they have agreed with Ci:z Holdings Co., Ltd. (TYO: 4924) (the ?Company?), a Japanese company focused on the marketing, development and distribution of a broad range of dermocosmetic, cosmetic and skincare products, to launch an all-cash offer (the ?tender offer?) to acquire all of the outstanding shares of the Company not already held by Johnson & Johnson and its affiliates for ?5,900 per share, which equates to approximately ?230 billion. The acquisition will include the Company?s range of brands comprising Dr.Ci:Labo, Labo Labo and Genomer line of skincare products. The Company?s skincare portfolio is expected to strengthen Johnson & Johnson?s market presence in Japan with key customers, and more broadly bolster its offering in science-based, efficacious dermocosmetic brands. ?Health and beauty consumers are actively seeking science-based innovation to improve their skin,? said Jorge Mesquita, Worldwide Chairman, Johnson & Johnson Consumer. ?This transaction will maximise value creation for Johnson & Johnson?s Consumer business by bringing in an agile innovation model and rapidly accelerating sales through our global commercialization expertise.? In July 2016, Cilag GmbH International, an affiliate of Johnson & Johnson (?Cilag?), entered into 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 tender offer is part of a series of transactions pursuant to which Johnson & Johnson intends to acquire all the outstanding shares of the Company, including a separate transaction whereby Johnson & Johnson will acquire the shares of the Company held by CIC Corporation, the ownership vehicle of the Company?s founder, Dr. Yoshinori Shirono. Benefits of the Proposed Transaction- Compelling, all-cash transaction for the Company?s shareholders: The transaction will deliver a significant and immediate premium to the Company?s shareholders;
- Value-enhancing transaction for Johnson & Johnson shareholders: The transaction would enhance long-term growth and value creation of the Johnson & Johnson Consumer business;
- Elevating connected commerce capabilities: The transaction will be a springboard to build Johnson & Johnson Consumer?s connected commerce capabilities by leveraging one of the largest customer relationship management databases for direct-to-consumer skincare in Japan;
- Expanding and improving distribution through well-established networks: The addition of the Company to the Johnson & Johnson Family of Companies will provide the opportunity to expand and improve retail presence through Johnson & Johnson?s Consumer capabilities and well-established distribution networks; and
- Strengthening international innovation pipeline: The transaction will provide a strong platform for portfolio expansion by leveraging Johnson & Johnson?s global innovation pipeline.
- Johnson & Johnson?s having acquired, directly or indirectly, at least two-thirds of all Company shares that are issued and outstanding at the end of the tender offer period, which may be extended, including for this purpose: the shares tendered, the shares already held by Cilag, and the shares held by CIC Corporation that will be separately acquired by Johnson & Johnson;
- Further customary offer conditions described in the tender offer registration statement, including regulatory approvals.
- Media Contacts: Ernie Knewitz (732) 524-6623 (917) 697-2318 (M) eknewitz@its.jnj.comMel Tyndale-Biscoe +65 8798 2475 (Singapore) Donna Lorenson (410) 258-8571 dlorens@its.jnj.com Investor Contact: Lisa Romanko (732) 524-2034