-- Acquisition is Expected to Expand J&J's Consumer Portfolio of Science-based Dermocosmetic Beauty Products
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 yen per share, which equates to approximately 230 billion yen. 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.
Roadmap to Completion
Johnson & Johnson expects to launch the tender offer on October 29, 2018. Additional information on the tender offer and transactions will be made available to the Company's shareholders in the tender offer registration statement for the transaction to be filed on EDINET in Japan. Copies of an English translation of the tender offer explanatory statement, which includes all the information described in the tender offer registration statement, may be obtained by contacting Johnson & Johnson's tender offer agent, SMBC Nikko (IBG_M&A_JPN
