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JOHNSON & JOHNSON 8-K Report, Corporate Update (Oct 23, 2018)

Filed October 23, 2018For Securities:JNJ

Summary

Johnson & Johnson (J&J) announced on October 23, 2018, its agreement to acquire Ci:z Holdings Co., Ltd., a Japanese dermocosmetic and skincare company, through an all-cash tender offer. This strategic move aims to bolster J&J's consumer health portfolio by integrating Ci:z Holdings' popular brands, including Dr.Ci:Labo, Labo Labo, and Genomer. The acquisition represents a significant expansion into the Japanese skincare market, building upon an existing distribution collaboration initiated in 2016. The total transaction value is approximately $2 billion, with the tender offer expected to commence on October 29, 2018, and close in the first quarter of 2019. The deal is subject to customary closing conditions, including J&J acquiring at least two-thirds of Ci:z Holdings' shares.

Key Highlights

  • 1J&J to acquire Japanese dermocosmetic company Ci:z Holdings for approximately $2 billion in an all-cash tender offer.
  • 2Acquisition includes popular skincare brands such as Dr.Ci:Labo, Labo Labo, and Genomer.
  • 3The deal is expected to strengthen J&J's position in the global skincare market.
  • 4Tender offer to commence on October 29, 2018, with an expected closing in Q1 2019.
  • 5Transaction builds on an existing strategic collaboration and partial ownership established in 2016.
  • 6Deal is conditioned upon J&J acquiring at least two-thirds of Ci:z Holdings' outstanding shares.
  • 7Completion of the acquisition is expected in the first half of 2019, including a squeeze-out procedure.

Frequently Asked Questions

The primary purpose is to enhance J&J's Consumer Health segment, specifically by expanding its presence and product offerings in the dermocosmetic and skincare market, particularly in Japan, with the integration of Ci:z Holdings' established brands.

The total transaction value is approximately ¥230 billion, which equates to roughly $2 billion USD, based on the exchange rate at the time of the announcement.

The tender offer is expected to launch on October 29, 2018, with the tender offer expected to close in the first quarter of 2019. A subsequent squeeze-out procedure is expected to be completed in the first half of 2019.

Yes, the acquisition is conditioned upon J&J acquiring at least two-thirds of Ci:z Holdings' outstanding shares, along with other customary conditions, including regulatory approvals.