GlobeNewswire Inc | Sep 15, 2020 08:00AM EDT

September 15, 2020

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 Momentawith Vigor as soon as practicable, in which shares ofMomentathat 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 Pharmaceuticalsis 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 inCambridge, MA.

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

Momentas logo, trademarks, and service marks are the property ofMomenta 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 managements 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 ofcompletion 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 ofMomentasstockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals forMomentawill 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 amongJohnson & Johnson, VigorandMomenta,including in circumstances which would requireMomentato pay a termination fee; (vii) the effect of the announcement or pendency of the transactions contemplated by the merger agreement onMomentasability 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 managements attention fromMomentas 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 CompanysQuarterlyReport on Form 10-Q for the period endedJune 30, 2020,filed with theSecurities and Exchange Commission, as well as other documents that may be filed by the Company from time to time with theSecurities and Exchange Commission.As a result of such risks, uncertainties and factors, the Companys 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 1-617-395-5189IR@momentapharma.com

MEDIA CONTACT:Karen SharmaMacDougall781-235-3060ksharma@macbiocom.com

Additional Information and Where to Find ItThis communication is for informational purposes only and is not an offer to buy nor a solicitation of an offer to sell any securities ofMomenta. The solicitation and the offer to buy shares ofMomentascommon 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 relatedmaterials thatJohnson & JohnsonandVigorhave filed with the Securities and Exchange Commission (SEC).In addition,Momentahas 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 byJohnson & Johnson, Vigor andMomentawith 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 byMomentaunder the Investors & News section ofMomentaswebsite at www.momentapharma.comor by directing a request toMomentaat+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.