Johnson and Johnson / JNJ
Дата на съобщението : 15.08.2023 14:12
Тип на съобщението : Замяна на изпратено по-рано съобщение
ISIN : US4781601046
Тип на събитието : Замяна
Описание на събитието : Замяна на притежваните ценни книжа за други ценни книжа и/или пари в брой. Замяната може да бъде задължителна или доброволна, включваща замяна на ценни книжа в обращение за различни ценни книжа и/или пари в брой. Например „оферта за замяна“, „капиталова реорганизация/преструктуриране“ или „разделяне на средства“.
Дата на обявяване на събитието: 25.07.2023 г.
Допълнителна информация
UPDATE 15AUG23 . PLEASE NOTE THE MINIMUM QUANTITY TO INSTRUCT HAS BEEN AMENDED FOR OPTION 002. . HOLDERS OF MORE THAN 100 SHARES OF J(AND)J COMMON STOCK, AND THOSE WHO OWN LESS THAN 100 SHARES BUT DO NOT TENDER ALL OF THEIR SHARES (TO TENDER UNDER OPTION 002), WILL BE SUBJECT TO PRORATION. . UPDATE 08AUG23 . PLEASE NOTE THE MINIMUM QUA NTITY TO INSTRUCT HAS BEEN AMENDED FOR OPTION 002. . UPDATE 07AUG23 . PLEASE NOTE ADDED WEBB FIELD. . PLEASE NOTE THAT THE LAUNCH ANNOUNCEMENT IS AVAILABLE ON THE FIRST LINK PROVIDED IN THE WEBB FIELD. . PROSPECTUS WILL BE AVAILABLE ON THE SECOND LINK PROVIDED IN THE WEBB FIELD. . ORIGINAL NOTIFICATION . . SUMM ARY . INSTRUCTIONS PER BO: YES BO DISCLOSURE REQUIRED: NO PAPERWORK: NO INSTRUCTION WITHDRAWAL: YES . . . 1. EVENT DETAILS JOHNSON AND JOHNSON OFFER TO EXCHANGE UP TO 1,533,830,450 SHARES OF COMMON STOCK OF KENVUE INC. WHICH ARE OWNED BY JOHNSON AND JOHNSON FOR OUTSTANDING SHARES OF COMMON STOCK OF JOHNSON AND JOHNSON. . - --------------------- . 2. HOW TO INSTRUCT . PLEASE SEND A SWIFT OR XACT MESSAGE TO PARTICIPATE IN THE OFFER. YOUR INSTRUCTION MUST INCLUDE YOUR ACCOUNT NUMBER, ISIN CODE, FULL CONTACT DETAILS AND AMOUNT TO BE INSTRUCTED (PLEASE REFER TO THE ELIGIBLE BALANCE ON YOUR ACCOUNT). . HOLDERS SUBMITTING INSTRUCTIONS COMPLY WITH THE TERMS AND CONDITIONS OF THE EVENT. . ODD LOT HOLDERS TO AVOID PRORATION MUST TENDER ALL THEIR SHARES FOR EXCHANGE. . NOTE: BY SUBMITTING YOUR INSTRUCTION THROUGH CLEARSTREAM YOU HAVE IRREVOCABLY AND AUTOMATICALLY ACCEPTED: (I)
THE DISCLOSURE OF YOUR ACCOUNT DETAILS (NOT YOUR UNDERLYING HOLDER)
AND, (II)
TO BE BOUND TO THE TERMS AND CONDITIONS OF THE EVENT, (III)
THE BL OCKING OF YOUR INSTRUCTED BALANCE. . 2.1. INSTRUCTION PER BO . OPTION 001, 002: YES . 2.2. BO REQUIREMENTS . OPTION 001, 002: NONE 2.3. PAPERWORK . OPTION 001, 002: NONE . . . 3. PROCEEDS . FOR EACH USD 100 OF J(AND)J COMMON STOCK ACCEPTED IN THIS EXCHANGE OFFER, HOLDERS WILL RECEIVE APPROXIMATELY USD 107.53 OF KENVUE COM MON STOCK, SUBJECT TO AN UPPER LIMIT OF 8.0549 SHARES OF KENVUE COMMON STOCK PER SHARE OF J(AND)J COMMON STOCK. . THE EXCHANGE OFFER DOES NOT PROVIDE FOR A LOWER LIMIT OR MINIMUM EXCHANGE RATIO. THE VALUE OF THE TWO STOCKS FOR PURPOSES OF THE PRECEDING PARAGRAPH AND THE EXCHANGE OFFER WILL BE DETERMINED BY REFERENCE TO THE SIMPLE ARITHMETIC AVERAG E OF THE DAILY VOLUME-WEIGHTED AVERAGE PRICES (VWAPS)
OF J(AND)J COMMON STOCK (THE AVERAGE J(AND)J PRICE)
AND KENVUE COMMON STOCK (THE AVERAGE KENVUE PRICE)
ON THE NEW YORK STOCK EXCHANGE (NYSE)
DURING THE THREE CONSECUTIVE TRADING DAYS ENDING ON AND INCLUDING THE SECOND TRADING DAY PRECEDING THE EXPIRATION DATE OF THE EXCHANGE OFFER (THE AVERAGIN G DATES AND THIS THREE-DAY PERIOD, THE AVERAGING PERIOD). . THE FINAL EXCHANGE RATIO, INCLUDING WHETHER THE UPPER LIMIT ON THE NUMBER OF SHARES THAT CAN BE RECEIVED FOR EACH SHARE OF J(AND)J COMMON STOCK TENDERED IS IN EFFECT, WILL BE ANNOUNCED BY 9:00 A.M., NEW YORK CITY TIME, ON THE TRADING DAY IMMEDIATELY PRECEDING THE EXPIRATION DATE OF THE EXCHANGE OFFER (WHICH EXPIRATION DATE, IF THE EXCHANGE OFFER IS NOT EXTENDED OR TERMINATED, WOULD BE 18AUG23). . THE REPORTED LAST SALE PRICES OF J(AND)J COMMON STOCK AND KENVUE COMMON STOCK ON THE NYSE ON 21JUL23 WERE USD 170.19 AND USD 24.01 PER SHARE, RESPECTIVELY. . . 4. PRORATION . MAXIMUM EXCHANGE AMOUNT: 1,533,830 ,450 SHARES . BENEFICIAL HOLDERS OF LESS THAN 100 SHARES OF J(AND)J COMMON STOCK WHO VALIDLY TENDER ALL OF THEIR SHARES WILL NOT BE SUBJECT TO PRORATION IF THE EXCHANGE OFFER IS OVERSUBSCRIBED. HOLDERS OF MORE THAN 100 SHARES OF J(AND)J COMMON STOCK, AND THOSE WHO OWN LESS THAN 100 SHARES BUT DO NOT TENDER ALL OF THEIR SHARES, WILL BE SUBJECT TO PRORATION. . PRORATION FOR EACH TENDERING STOCKHOLDER WILL BE BASED ON THE NUMBER OF SHARES OF J AND J COMMON STOCK VALIDLY TENDERED BY THAT STOCKHOLDER IN THE EXCHANGE OFFER, AND NOT ON THAT STOCKHOLDER'S AGGREGATE OWNERSHIP OF J AND J COMMON STOCK. ANY SHARES OF J AND J COMMON STOCK NOT ACCEPTED FOR EXCHANGE AS A RESULT OF PRORATION WILL BE RE TURNED TO TENDERING STOCKHOLDERS. JOHNSON AND JOHNSON WILL ANNOUNCE ITS PRELIMINARY DETERMINATION, IF ANY, OF THE EXTENT TO WHICH TENDERS WILL BE PRORATED BY PRESS RELEASE. . . . 5. DOCUMENTATION PLEASE BE ADVISED THAT THE DOCUMENTATION IS AVAILABLE UPON REQUEST BY SENDING AN EMAIL TO CADATABASE.CS(AT)CLEARSTREAM.COM BY STAT ING IN THE SUBJECT: OCE JJ EXOF 27JUL23 . . . PARTICIPANTS ARE REQUESTED TO VERIFY IN ADVANCE THEIR ACCOUNT SETUP ELIGIBILITY TO RECEIVE UNDERLYING PROCEEDS FOR A CORPORATE ACTION EVENT. IF ACCOUNT SETUP RESTRICTIONS DO NOT PERMIT THE CREDIT OF UNDERLYING PROCEEDS (FOR EXAMPLE, DUE TO TAX OR MARKET RESTRICTIONS), PARTICIPANTS MUST ENSURE TO SYSTEMATICALLY PROVIDE DELIVERY DETAILS OUTSIDE CLEA RSTREAM BANKING LUXEMBOURG IN THEIR RESPECTIVE INSTRUCTION THIS SUMMARY DOES NOT CONSTITUTE A LEGALLY BINDING DESCRIPTION OF THE CHOICES OFFERED TO CLEARSTREAM BANKING CUSTOMERS AND CANNOT BE RELIED UPON AS SUCH. KINDLY REFER TO ANY OFFERING DOCUMENTS THAT MAY BE AVAILABLE FROM THE ISSUER FOR COMPLETE DETAILS AND OFFERING TERMS. CB CUSTOMERS MAY WISH TO SEEK INDEPENDENT LEGAL AND TAX ADVICE ON THE INTER PRETATION OF THE OFFER. CB CUSTOMERS ARE DEEMED TO UNDERSTAND THE OFFER AND TO
Тип на съобщението : Замяна на изпратено по-рано съобщение
ISIN : US4781601046
Тип на събитието : Замяна
Описание на събитието : Замяна на притежваните ценни книжа за други ценни книжа и/или пари в брой. Замяната може да бъде задължителна или доброволна, включваща замяна на ценни книжа в обращение за различни ценни книжа и/или пари в брой. Например „оферта за замяна“, „капиталова реорганизация/преструктуриране“ или „разделяне на средства“.
Дата на обявяване на събитието: 25.07.2023 г.
Допълнителна информация
UPDATE 15AUG23 . PLEASE NOTE THE MINIMUM QUANTITY TO INSTRUCT HAS BEEN AMENDED FOR OPTION 002. . HOLDERS OF MORE THAN 100 SHARES OF J(AND)J COMMON STOCK, AND THOSE WHO OWN LESS THAN 100 SHARES BUT DO NOT TENDER ALL OF THEIR SHARES (TO TENDER UNDER OPTION 002), WILL BE SUBJECT TO PRORATION. . UPDATE 08AUG23 . PLEASE NOTE THE MINIMUM QUA NTITY TO INSTRUCT HAS BEEN AMENDED FOR OPTION 002. . UPDATE 07AUG23 . PLEASE NOTE ADDED WEBB FIELD. . PLEASE NOTE THAT THE LAUNCH ANNOUNCEMENT IS AVAILABLE ON THE FIRST LINK PROVIDED IN THE WEBB FIELD. . PROSPECTUS WILL BE AVAILABLE ON THE SECOND LINK PROVIDED IN THE WEBB FIELD. . ORIGINAL NOTIFICATION . . SUMM ARY . INSTRUCTIONS PER BO: YES BO DISCLOSURE REQUIRED: NO PAPERWORK: NO INSTRUCTION WITHDRAWAL: YES . . . 1. EVENT DETAILS JOHNSON AND JOHNSON OFFER TO EXCHANGE UP TO 1,533,830,450 SHARES OF COMMON STOCK OF KENVUE INC. WHICH ARE OWNED BY JOHNSON AND JOHNSON FOR OUTSTANDING SHARES OF COMMON STOCK OF JOHNSON AND JOHNSON. . - --------------------- . 2. HOW TO INSTRUCT . PLEASE SEND A SWIFT OR XACT MESSAGE TO PARTICIPATE IN THE OFFER. YOUR INSTRUCTION MUST INCLUDE YOUR ACCOUNT NUMBER, ISIN CODE, FULL CONTACT DETAILS AND AMOUNT TO BE INSTRUCTED (PLEASE REFER TO THE ELIGIBLE BALANCE ON YOUR ACCOUNT). . HOLDERS SUBMITTING INSTRUCTIONS COMPLY WITH THE TERMS AND CONDITIONS OF THE EVENT. . ODD LOT HOLDERS TO AVOID PRORATION MUST TENDER ALL THEIR SHARES FOR EXCHANGE. . NOTE: BY SUBMITTING YOUR INSTRUCTION THROUGH CLEARSTREAM YOU HAVE IRREVOCABLY AND AUTOMATICALLY ACCEPTED: (I)
THE DISCLOSURE OF YOUR ACCOUNT DETAILS (NOT YOUR UNDERLYING HOLDER)
AND, (II)
TO BE BOUND TO THE TERMS AND CONDITIONS OF THE EVENT, (III)
THE BL OCKING OF YOUR INSTRUCTED BALANCE. . 2.1. INSTRUCTION PER BO . OPTION 001, 002: YES . 2.2. BO REQUIREMENTS . OPTION 001, 002: NONE 2.3. PAPERWORK . OPTION 001, 002: NONE . . . 3. PROCEEDS . FOR EACH USD 100 OF J(AND)J COMMON STOCK ACCEPTED IN THIS EXCHANGE OFFER, HOLDERS WILL RECEIVE APPROXIMATELY USD 107.53 OF KENVUE COM MON STOCK, SUBJECT TO AN UPPER LIMIT OF 8.0549 SHARES OF KENVUE COMMON STOCK PER SHARE OF J(AND)J COMMON STOCK. . THE EXCHANGE OFFER DOES NOT PROVIDE FOR A LOWER LIMIT OR MINIMUM EXCHANGE RATIO. THE VALUE OF THE TWO STOCKS FOR PURPOSES OF THE PRECEDING PARAGRAPH AND THE EXCHANGE OFFER WILL BE DETERMINED BY REFERENCE TO THE SIMPLE ARITHMETIC AVERAG E OF THE DAILY VOLUME-WEIGHTED AVERAGE PRICES (VWAPS)
OF J(AND)J COMMON STOCK (THE AVERAGE J(AND)J PRICE)
AND KENVUE COMMON STOCK (THE AVERAGE KENVUE PRICE)
ON THE NEW YORK STOCK EXCHANGE (NYSE)
DURING THE THREE CONSECUTIVE TRADING DAYS ENDING ON AND INCLUDING THE SECOND TRADING DAY PRECEDING THE EXPIRATION DATE OF THE EXCHANGE OFFER (THE AVERAGIN G DATES AND THIS THREE-DAY PERIOD, THE AVERAGING PERIOD). . THE FINAL EXCHANGE RATIO, INCLUDING WHETHER THE UPPER LIMIT ON THE NUMBER OF SHARES THAT CAN BE RECEIVED FOR EACH SHARE OF J(AND)J COMMON STOCK TENDERED IS IN EFFECT, WILL BE ANNOUNCED BY 9:00 A.M., NEW YORK CITY TIME, ON THE TRADING DAY IMMEDIATELY PRECEDING THE EXPIRATION DATE OF THE EXCHANGE OFFER (WHICH EXPIRATION DATE, IF THE EXCHANGE OFFER IS NOT EXTENDED OR TERMINATED, WOULD BE 18AUG23). . THE REPORTED LAST SALE PRICES OF J(AND)J COMMON STOCK AND KENVUE COMMON STOCK ON THE NYSE ON 21JUL23 WERE USD 170.19 AND USD 24.01 PER SHARE, RESPECTIVELY. . . 4. PRORATION . MAXIMUM EXCHANGE AMOUNT: 1,533,830 ,450 SHARES . BENEFICIAL HOLDERS OF LESS THAN 100 SHARES OF J(AND)J COMMON STOCK WHO VALIDLY TENDER ALL OF THEIR SHARES WILL NOT BE SUBJECT TO PRORATION IF THE EXCHANGE OFFER IS OVERSUBSCRIBED. HOLDERS OF MORE THAN 100 SHARES OF J(AND)J COMMON STOCK, AND THOSE WHO OWN LESS THAN 100 SHARES BUT DO NOT TENDER ALL OF THEIR SHARES, WILL BE SUBJECT TO PRORATION. . PRORATION FOR EACH TENDERING STOCKHOLDER WILL BE BASED ON THE NUMBER OF SHARES OF J AND J COMMON STOCK VALIDLY TENDERED BY THAT STOCKHOLDER IN THE EXCHANGE OFFER, AND NOT ON THAT STOCKHOLDER'S AGGREGATE OWNERSHIP OF J AND J COMMON STOCK. ANY SHARES OF J AND J COMMON STOCK NOT ACCEPTED FOR EXCHANGE AS A RESULT OF PRORATION WILL BE RE TURNED TO TENDERING STOCKHOLDERS. JOHNSON AND JOHNSON WILL ANNOUNCE ITS PRELIMINARY DETERMINATION, IF ANY, OF THE EXTENT TO WHICH TENDERS WILL BE PRORATED BY PRESS RELEASE. . . . 5. DOCUMENTATION PLEASE BE ADVISED THAT THE DOCUMENTATION IS AVAILABLE UPON REQUEST BY SENDING AN EMAIL TO CADATABASE.CS(AT)CLEARSTREAM.COM BY STAT ING IN THE SUBJECT: OCE JJ EXOF 27JUL23 . . . PARTICIPANTS ARE REQUESTED TO VERIFY IN ADVANCE THEIR ACCOUNT SETUP ELIGIBILITY TO RECEIVE UNDERLYING PROCEEDS FOR A CORPORATE ACTION EVENT. IF ACCOUNT SETUP RESTRICTIONS DO NOT PERMIT THE CREDIT OF UNDERLYING PROCEEDS (FOR EXAMPLE, DUE TO TAX OR MARKET RESTRICTIONS), PARTICIPANTS MUST ENSURE TO SYSTEMATICALLY PROVIDE DELIVERY DETAILS OUTSIDE CLEA RSTREAM BANKING LUXEMBOURG IN THEIR RESPECTIVE INSTRUCTION THIS SUMMARY DOES NOT CONSTITUTE A LEGALLY BINDING DESCRIPTION OF THE CHOICES OFFERED TO CLEARSTREAM BANKING CUSTOMERS AND CANNOT BE RELIED UPON AS SUCH. KINDLY REFER TO ANY OFFERING DOCUMENTS THAT MAY BE AVAILABLE FROM THE ISSUER FOR COMPLETE DETAILS AND OFFERING TERMS. CB CUSTOMERS MAY WISH TO SEEK INDEPENDENT LEGAL AND TAX ADVICE ON THE INTER PRETATION OF THE OFFER. CB CUSTOMERS ARE DEEMED TO UNDERSTAND THE OFFER AND TO
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