Johnson & Johnson Completes Acquisition of Actelion|
Actelion Pharmaceuticals Ltd /
Johnson & Johnson Completes Acquisition of Actelion
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ALLSCHWIL/BASEL, SWITZERLAND - 16 June 2017 - Actelion Ltd (SIX: ATLN) today
announced the completion of the acquisition of Actelion Ltd by Johnson & Johnson
for a total purchase price of approximately $30 billion in cash. The acquisition
was completed through an all-cash public tender offer by Johnson & Johnson's
Swiss subsidiary, Janssen Holding GmbH, to acquire all publicly held shares of
Actelion Ltd for $280 per share, payable in U.S. 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 (SIX:IDIA).
Shares of Idorsia were distributed to Actelion's shareholders as a stock
dividend and will begin trading on the SIX Swiss Exchange today. As previously
announced, a subsidiary of Johnson & Johnson will initially hold 9.9 percent of
the shares of Idorsia and, subject to certain limitations, will have the right
to an additional 22.1 percent of Idorsia's outstanding equity through a
convertible note. A subsidiary of Johnson & Johnson also has an option on ACT-
132577, a compound in development for resistant hypertension for which the phase
2 clinical results were recently announced. Together, these agreements with
Idorsia provide Johnson & Johnson with additional sources of innovation and
As of today, 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 as of
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 Johnson &
Johnson 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
NOTES TO EDITORS
About Johnson & Johnson
Caring for the world, one person at a time, inspires and unites the people of
Johnson & Johnson. We embrace research and science - bringing innovative ideas,
products and services to advance the health and well-being of people. Our
approximately 130,800 employees at more than 250 Johnson & Johnson operating
companies work with partners in health care to touch the lives of over a billion
people every day, throughout the world.
About the Janssen Pharmaceutical Companies of Johnson & Johnson
At the Janssen Pharmaceutical Companies of Johnson & Johnson, we are working to
create a world without disease. Transforming lives by finding new and better
ways to prevent, intercept, treat and cure disease inspires us. We bring
together the best minds and pursue the most promising science. We are Janssen.
We collaborate with the world for the health of everyone in it. Learn more at
www.janssen.com. Follow us at www.twitter.com/JanssenUS and
About Actelion Ltd
In June 2017, Actelion became part of the Janssen Pharmaceutical Companies of
Johnson & Johnson. Actelion's medicines help expand and strengthen Janssen's
portfolio with leading, differentiated in-market medicines and promising late-
stage compounds. Janssen has added Pulmonary Hypertension as a therapeutic area
of focus to maintain the leadership position Actelion has built in this
important disease area.
Actelion shares are traded on the SIX Swiss Exchange (ticker symbol: ATLN). All
trademarks are legally protected.
For further information please contact:
Investor Relations - Actelion Pharmaceuticals Ltd
+41 61 565 6565
NOTE TO INVESTORS CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995 regarding the acquisition of
Actelion Ltd. The reader is cautioned not to rely on these forward-looking
statements. These statements are based on current expectations of future events.
If underlying assumptions prove inaccurate or known or unknown risks or
uncertainties materialize, actual results could vary materially from the
expectations and projections of Johnson & Johnson. Risks and uncertainties
include, but are not limited to: risks and uncertainties related to the ability
of the Johnson & Johnson family of companies to successfully integrate the
products, employees/operations and clinical work of Actelion, as well as the
ability to ensure continued performance or market growth of Actelion's products;
the potential that the expected benefits and opportunities of the transaction
may not be realized or may take longer to realize than expected; challenges
inherent in product research and development, including the uncertainty of
clinical success and obtaining regulatory approvals; uncertainty of commercial
success for new and existing products; competition, including technological
advances, new products and patents attained by competitors; adverse litigation
or government action; challenges to patents; changes to applicable laws and
regulations, including domestic and foreign health care reforms; changes in
behavior and spending patterns or financial distress of purchasers of health
care products and services; manufacturing difficulties and delays; product
efficacy or safety concerns resulting in product recalls or regulatory action;
and trends toward health care cost containment. A further list and description
of these risks, uncertainties and other factors and the general risks associated
with the respective businesses of Johnson & Johnson and Actelion can be found in
Johnson & Johnson's publicly available filings with the U.S. Securities and
Exchange Commission, and Actelion's publicly available filings on its website.
Copies of these filings, as well as subsequent filings, are available online at
www.sec.gov, www.jnj.com, www.actelion.com or on request from Johnson & Johnson.
Johnson & Johnson does not undertake to update any forward-looking statement as
a result of new information or future events or developments.
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Actelion Pharmaceuticals Ltd via GlobeNewswire
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