J&J completes acquisition of Actelion

Actelion will now become part of the Janssen Pharmaceutical Companies of J&J.

Actelion has announced the completion of the acquisition of Actelion Ltd by Johnson & Johnson (J&J) for a total purchase price of approximately $30 billion in cash. The acquisition was completed through an all-cash public tender offer by J&J's Swiss subsidiary, Janssen Holding GmbH, to acquire all publicly held shares of Actelion Ltd for $280 per share, payable in US dollars. Actelion will now become part of the Janssen Pharmaceutical Companies of Johnson & Johnson.

In connection with the completion of the public tender offer, Actelion has spun off its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharmaceutical company, Idorsia Ltd. Shares of Idorsia were distributed to Actelion's shareholders as a stock dividend and will begin trading on the SIX Swiss Exchange. A subsidiary of J&J will initially hold 9.9% of the shares of Idorsia and, subject to certain limitations, will have the right to an additional 22.1% of Idorsia's outstanding equity through a convertible note. A subsidiary of J&J also has an option on ACT-132577, a compound in development for resistant hypertension for which the Phase II clinical results were recently announced. Together, these agreements with Idorsia provide J&J with additional sources of innovation and value.

As of 16 June 2017, Actelion's new Board members Ludo Ooms (Chairman), Julian Bertschinger, Claudio Cescato, Pascal Hoorn and Andrea Ostinelli, who were elected at the Annual General Meeting of Actelion's shareholders on 5 April 2017 (AGM 2017) with effect from the date of completion of the public tender offer, assume their office. All incumbent members of Actelion's Board (Jean-Pierre Garnier, Jean-Paul Clozel, Juhani Anttila, Robert J. Bertolini, John J. Greisch, Peter Gruss, Michael Jacobi, Jean Malo, David Stout and Herna Verhagen) had only been elected at the AGM 2017 for a term of office until the date of completion of the public tender offer and will, thus, leave Actelion 16 June 2017.

Immediately following the completion of the public tender offer, Actelion will file petitions with SIX Swiss Exchange for the de-listing of the Actelion shares from SIX Swiss Exchange and for exemptions from certain disclosure obligations under the Listing Rules of SIX Swiss Exchange until the date of de-listing of the Actelion shares. In addition, Actelion has been informed that J&J plans to initiate a squeeze-out of the outstanding publicly held Actelion shares in accordance with applicable law immediately following the completion of the public tender offer. Johnson & Johnson's intention regarding these actions had been disclosed and announced in its public tender offer documents.