Momenta Pharmaceuticals Announces Expiration of Hart-Scott-Rodino Waiting Period in Connection with Proposed Sale to Johnson &

Momenta Pharmaceuticals Announces Expiration of Hart-Scott-Rodino Waiting
Period in Connection with Proposed Sale to Johnson & Johnson

CAMBRIDGE, Mass., Sept. 15, 2020 (GLOBE NEWSWIRE) -- Momenta
Pharmaceuticals, Inc. (NASDAQ: MNTA, “Momenta” or the “Company”), a
biotechnology company focused on discovering and developing novel biologic
therapeutics to treat rare immune-mediated diseases, today announced the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR"), in connection with the all-cash
tender offer by Vigor Sub, Inc. (“Vigor”), a wholly owned subsidiary of
Johnson & Johnson (“Johnson & Johnson” or “J&J”), for all the outstanding
shares of Momenta common stock for $52.50 per share (the “Offer Price”).  The
tender offer, which commenced on September 2, 2020, is being made pursuant to
the previously announced merger agreement among Johnson & Johnson, Vigor and
Momenta, dated August 19, 2020 (the “Merger Agreement”).

With the expiration of the waiting period, the transaction is expected to
close in early October 2020, subject to the satisfaction of all remaining
closing conditions set forth in the Merger Agreement.  Unless the tender offer
is extended, the tender offer will expire at 12:00 midnight, New York City
time, at the end of the day on September 30, 2020.

Following the completion of the tender offer, Johnson & Johnson expects to
consummate a merger of Momenta with Vigor as soon as practicable, in which
shares of Momenta that have not been tendered in the tender offer will be
acquired by Johnson & Johnson and converted into the right to receive the
Offer Price.  The Merger Agreement was unanimously approved by the Boards of
Directors of both Momenta and Johnson & Johnson and includes customary
termination provisions for both Momenta and Johnson & Johnson.  The Momenta
Board of Directors has unanimously recommended that Momenta stockholders
tender their shares pursuant to the tender offer.

About Momenta

Momenta Pharmaceuticals is a biotechnology company with a validated innovative
scientific platform focused on discovering and developing novel therapeutics
to treat rare, immune-mediated diseases and advancing its late stage
biosimilar portfolio. The Company is headquartered in Cambridge, MA.

To learn more about Momenta, please visit www.momentapharma.com, which does
not form a part of this press release.

Momenta’s logo, trademarks, and service marks are the property of Momenta
Pharmaceuticals, Inc. All other trade names, trademarks, or service marks are
property of their respective owners.

Forward-Looking Statements 

Statements in this press release regarding management’s future expectations,
beliefs, intentions, goals, strategies, plans or prospects, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including but not limited to statements about
the timing of completion of the tender offer and transaction; and product
development goals. Forward-looking statements may be identified by words and
phrases such as “advance,” “anticipate,” “being developed,” “believe,”
“continue,” “expect,” “guidance,” “look forward to,” “may,” “plan,”
“possible,” “potential,” “progress,” “propose,” “remains,” “target,” “will,”
“working toward” and other similar words or expressions, or the negative of
these words or similar words or expressions. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors,
including: (i) uncertainties as to the timing of the completion of the tender
offer and the subsequent merger; (ii) the risk that the tender offer or the
subsequent merger may not be completed in a timely manner or at all; (iii)
uncertainties as to the percentage of Momenta’s stockholders tendering their
shares in the tender offer; (iv) the possibility that competing offers or
acquisition proposals for Momenta will be made; (v) the possibility that any
or all of the various conditions to the consummation of the tender offer or
the subsequent merger may not be satisfied or waived; (vi) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement among Johnson & Johnson,
Vigor and Momenta, including in circumstances which would require Momenta to
pay a termination fee; (vii) the effect of the announcement or pendency of the
transactions contemplated by the merger agreement on Momenta’s ability to
retain and hire key personnel, its ability to maintain relationships with its
customers, suppliers and others with whom it does business, or its operating
results and business generally; (viii) risks related to diverting management’s
attention from Momenta’s ongoing business operations; (ix) the risk that
stockholder litigation in connection with the transactions contemplated by the
merger agreement may result in significant costs of defense, indemnification
and liability; and (x) those referred to under the section “Risk Factors” in
the Company’s Quarterly Report on Form 10-Q for the period ended June 30,
2020, filed with the Securities and Exchange Commission, as well as other
documents that may be filed by the Company from time to time with
the Securities and Exchange Commission. As a result of such risks,
uncertainties and factors, the Company’s actual results may differ materially
from any future results, performance or achievements discussed in or implied
by the forward-looking statements contained herein. The Company is providing
the information in this press release as of this date and assumes no
obligations to update the information included in this press release or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable law. 

INVESTOR CONTACT:
Patty Eisenhaur
Momenta Pharmaceuticals
1-617-395-5189
[email protected]

MEDIA CONTACT:
Karen Sharma
MacDougall
781-235-3060
[email protected]

Additional Information and Where to Find It 
This communication is for informational purposes only and is not an offer to
buy nor a solicitation of an offer to sell any securities of Momenta. The
solicitation and the offer to buy shares of Momenta’s common stock has been
made pursuant to a tender offer statement on Schedule TO, as amended,
including an offer to purchase, a letter of transmittal and other
related materials that Johnson & Johnson and Vigor have filed with the
Securities and Exchange Commission (“SEC”). In addition, Momenta has filed
with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, as
amended, with respect to the tender offer. Investors may obtain a free copy of
these materials and other documents filed by Johnson & Johnson, Vigor
and Momenta with the SEC at the website maintained by the SEC at www.sec.gov. 
Investors may also obtain, at no charge, any such documents filed with or
furnished to the SEC by Momenta under the “Investors & News” section
of Momenta’s website at www.momentapharma.com or by directing a request
to Momenta at +1-617-395-5189. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THESE DOCUMENTS, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF
MOMENTA AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO
THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN
THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER
THEIR SHARES IN THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

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