Johnson & Johnson Announces Preliminary Results of Kenvue Inc. Exchange Offer (8/21/23)
NEW BRUNSWICK, N.J.--(BUSINESS WIRE)--Johnson & Johnson (NYSE: JNJ) today announced that, based on preliminary results, its previously announced offer to its shareholders to exchange their shares of Johnson & Johnson common stock for shares of Kenvue Inc. (NYSE: KVUE) (“Kenvue”) common stock owned by Johnson & Johnson was oversubscribed. The exchange offer expired at 12:00 midnight, New York City time, at the end of the day on August 18, 2023. Under the terms of the exchange offer, 8.0324 shares of Kenvue common stock will be exchanged for each share of Johnson & Johnson common stock accepted in the exchange offer.
According to the exchange agent, Computershare Trust Company, N.A., 802,707,331 shares of Johnson & Johnson common stock were validly tendered and not validly withdrawn, including 250,407,279 shares that were tendered by notice of guaranteed delivery. Johnson & Johnson intends to accept 190,955,436 of the tendered shares in exchange for the 1,533,830,450 shares of Kenvue common stock owned by Johnson & Johnson. Because the exchange offer was oversubscribed, Johnson & Johnson is accepting only a portion of the shares of its common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Shareholders who owned fewer than 100 shares of Johnson & Johnson common stock, or an "odd-lot," who have validly tendered all of their shares, will not be subject to proration, in accordance with the terms of the exchange offer.
Based on the total number of shares of Johnson & Johnson common stock reported to be tendered prior to the expiration of the exchange offer, it is estimated that approximately 23.8% of the tendered shares of Johnson & Johnson common stock will be exchanged, assuming all shares tendered by guaranteed delivery procedures are delivered under the terms of the exchange offer. This preliminary proration factor is subject to change based on the number of tendered shares that satisfy the guaranteed delivery procedures, as well as the number of "odd-lot" shares that were validly tendered and are not subject to proration. Johnson & Johnson expects to announce the final proration factor on August 23, 2023, promptly following the expiration of the guaranteed delivery period. Shares of Johnson & Johnson common stock tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly after the final proration factor is announced. Following the completion of the exchange offer, Johnson & Johnson will retain approximately 9.5% of the outstanding shares of Kenvue common stock.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the dealer managers for the exchange offer.
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 135 years, we have aimed to keep people well at every age and every stage of life. Today, as the world’s largest, most diversified healthcare products 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.
The Final Exchange Ratio is 8.0324 shares of KVUE per JNJ share (unless extended).
Bankruptcy judge tosses JNJ’s proposed talc settlement:
JNJ launches tax-free exchange offer for KVUE:
J&J Vaccine and Guillain-Barré Syndrome: Information on the FDA Warning
***US FDA Revokes Emergency Use Authorization of J&J COVID-19 Vaccine***
***serious risk of blood clots***
TOO MANY DEAD PEOPLE.... JNJ KILLED TO MANY PATIENTS WITH THIS EXPERIMENTAL VACCINE POISON THAT HAD NO LONG TERM SAFETY TESTING!!!!!!
JNJ IS LIABLE FOR KILLING ALL THOSE INNOCENT PEOPLE!!!!!!
THESE CRIMINALS WILL BE SUED INTO OBLIVION!!!!!!!
SHORT THIS RANCID STOCK!!!!!!!!!
BMY/JNJ—Milvexian—>FDA Fast Track designation for_all_phase-3_indications:
The three Milvexian indications BMY/JNJ are pursuing in phase-3 are: secondary stroke prevention; ACS; and primary stroke prevention in patients with AF—see #msg-171338375.
FDA Fast Track status doesn’t mean much, but it makes a Priority Review of the NDAs somewhat more likely (if one or more of these phase-3 trials pan out).
Please see #msg-169818942 for additional background info.
p.s. This PR was issued yesterday.
KVUE +22% on_first_day_of_trading, valuing_the_company_at ~$50B.
JNJ consumer spinoff, Kenvue IPOs @$22.00—starts_trading_today_as KVUE:
At the IPO price, KVUE’s market cap is ~$41B. Following the IPO, JNJ still owns about 90% of KVUE and plans to distribute the remainder to JNJ shareholders at some point.
Caution: KVUE bears 100% of JNJ’s talc liability outside of the US and Canada.
Addendum—JNJ’s ex-North America talc liabilities are being transferred to the Kenvue spinoff, according to Kenvue’s SEC filings.
JNJ asserts_it_has_settled_North_America talc claims_for_an NPV_of_$8.9B_spread_over_25_years:
JNJ has earmarked $61.5B for talc liability, according to court documents:
Court Rejects J&J Bankruptcy Petition To End Talc Cancer Lawsuits https://www.rttnews.com/3340418/court-rejects-j-j-bankruptcy-petition-to-end-talc-cancer-lawsuits.aspx $JNJ
$JNJ has $32.03B DEBT
imo....thank you Mr. Putin for replying to my communication...we American citizens see through these assholes bs....ty. This is our channel now where you can hear directly from the American market and the American people without interference.... subject to ihub rules....imo JNJ
BMY/JNJ—Milvexian phase-2 data in treatment of acute ischemic stroke…
Milvexian is an oral inhibitor of Factor XIa being co-developed by BMY and JNJ (#msg-140083631). For BMY specifically, Milvexian is the company’s hope for replacing Eliquis revenue when Eliquis goes off-patent in 2028.
In the trial reported today, Milvexian + Plavix/aspirin was compared to Plavix/aspirin alone at five different Milvexian doses. Despite the lackluster results, which include a flat dose response, BMY/JNJ have committed to a phase-3 program for Milvexian in three indications: secondary stroke prevention; ACS; and primary stroke prevention in patients with AF. The phase-3 trials are slated to start by year-end 2022 (see slide #13). Curiously, the three phase-3 indications do not include either of the indications tested in phase-2, which are treatment of acute ischemic stroke (see above) and VTE prevention (#msg-166773814).
The main competition for Milvexian is Bayer’s Asundexian, another oral FXIa inhibitor that just started phase-3 trials in AF/stroke prevention and treatment of acute ischemic stroke (https://www.businesswire.com/news/home/20220828005030/en ).
BMY has pegged Milvexian is a $5B+ opportunity (not risk adjusted—see slide #20), but this seems optimistic in light of the dataset released today.
Will J&J buy them down the road? HENDERSON, Nev.--(BUSINESS WIRE)--United Health Products, Inc. (OTC: UEEC) (“UHP” or the “Company”), developer, manufacturer and marketer of HemoStyp, a patented Oxidized Regenerated Cellulose (ORC), today announced that the Journal of Wound Care, headquartered in London, England, has informed the Company that UHP’s submitted article, Efficacy and Safety of HemoStyp as an Adjunct for Management of Secondary Hemostasis in the Operative Setting, has been accepted for publication in the November 2020 edition. This article, which was peer reviewed, was authored by Raymond Schaerf, MD, Sasan Najibi, MD, John Conrad, MD, and Gerard Abate, MD. This journal submission highlights the results of the study showing HemoStyp’s superiority to Surgicel®, an Ethicon Inc. product, a division of Johnson & Johnson.
Dr. Gerard Abate, Chief Medical Officer, United Health Products, stated: “This is the first head-to-head trial of two ORCs. The data demonstrates that HemoStyp consistently achieved hemostasis faster than Surgicel in all surgical classes studied in less than two minutes, whereas Surgicel could not and failed to control bleeding in six (6) patients where the control timed out at 10 minutes. Based on the overall data, upon anticipated PMA approval for class III FDA surgical use, surgeons will have a superior product to utilize for low grade surgical bleeds.”