In the previous press release the companies omitted the cash
amount with which R&D NewCo will launch. This has now been
rectified and noted as CHF 1 billion.
The complete, corrected release follows:
Johnson & Johnson To Acquire Actelion For $30 Billion With
Spin-Out Of New R&D Company Actelion Shareholders to Receive
$280 Per Actelion Share in All-Cash
Tender Offer to be Launched by Johnson &
Johnson and One Share of New R&D Company for
Each Actelion Share as Stock Dividend Actelion R&D Unit to Spin
Out into Standalone Company Based and Listed in
Switzerland; New R&D Company to Continue
Actelion's Successful Culture of Innovation and Johnson &
Johnson to Hold Substantial Minority Interest Acquisition Expected
to Accelerate Johnson & Johnson Revenue and Earnings Growth
Rates; Immediately Accretive to Johnson & Johnson Adjusted
Earnings Per Share Brings Actelion's Complementary Market-Leading
Medicines and Promising Advanced Late-Stage Therapies to Janssen
Pharmaceuticals' Portfolio
NEW BRUNSWICK, N.J. and
ALLSCHWIL and BASEL, Switzerland,
Jan. 26, 2017 /PRNewswire/
-- Johnson & Johnson (NYSE:JNJ) and Actelion Ltd.
(SIX:ATLN) today announced that they have entered into a definitive
transaction agreement under which Johnson & Johnson will launch
an all-cash tender offer in Switzerland to acquire all of the outstanding
shares of Actelion for $280 per
share, payable in U.S. dollars, which equates to CHF 280.08 per share as of January 25, 2017. The transaction, which was
unanimously approved by the Boards of Directors of both companies,
is expected to be immediately accretive to Johnson & Johnson
adjusted earnings per share and accelerate Johnson & Johnson
revenue and earnings growth rates. Johnson & Johnson will fund
the transaction with cash held outside the United States.
Actelion has established a leading franchise of differentiated,
innovative products for pulmonary arterial hypertension (PAH) that
is highly complementary to the existing portfolio of the Janssen
Pharmaceutical Companies of Johnson & Johnson. The addition of
Actelion's specialty in-market medicines and late-stage products is
consistent with Johnson & Johnson's efforts to grow in
attractive and complementary therapeutic areas and serve patients
with serious illnesses and significant unmet medical need. In
addition, the transaction structure will provide Johnson &
Johnson flexibility to accelerate investment in its
industry-leading, innovative pipeline to drive additional growth.
Further, Johnson & Johnson expects to retain Actelion's
presence in Switzerland and also
leverage its complementary capabilities in shaping medical
paradigms.
As part of the transaction, immediately prior to the completion
of the acquisition, Actelion will spin out its drug discovery
operations and early-stage clinical development assets into a newly
created Swiss biopharmaceutical company ("R&D NewCo"). The
shares of R&D NewCo, which will be listed on the SIX Swiss
Exchange (SIX), will be distributed to Actelion's shareholders as a
stock dividend upon closing of the tender. Johnson &
Johnson will initially hold 16% of the shares of R&D NewCo and
have rights to an additional 16% of R&D NewCo equity through a
convertible note. The arrangements will result in R&D NewCo
launching with cash of CHF 1 billion
to be made available at the closing of the transaction. Johnson
& Johnson will also receive an option on ACT-132577, a product
within R&D NewCo being developed for resistant hypertension
currently in phase 2 clinical development. Together, these
arrangements with R&D NewCo will provide Johnson & Johnson
with additional sources of innovation and value. R&D NewCo will
be led by Actelion's current scientific team with Jean-Paul Clozel,
MD, Chief Executive Officer and founding member of Actelion, as
Chief Executive Officer. Jean Pierre
Garnier, Chairman of the Board of Actelion, will be Chairman
of the Board of R&D NewCo.
"We believe this transaction offers compelling value to both
Johnson & Johnson and Actelion shareholders," said Alex Gorsky, Chairman and Chief Executive
Officer of Johnson & Johnson. "Actelion has built an
attractive, growing business with world-class commercial and
clinical development capabilities. Adding Actelion's portfolio to
our already strong Janssen Pharmaceuticals business is a unique
opportunity for us to expand our portfolio with leading,
differentiated in-market medicines and promising late-stage
products. We expect to leverage our established global presence and
commercial strength to accelerate growth and patient access to
these important therapies. Further, we believe R&D NewCo will
be strongly positioned to continue Actelion's legacy of innovation
and look forward to collaborating on the development of
cutting-edge new therapies."
Mr. Garnier said, "I'm very proud that we have created such a
unique value proposition through this structured transaction.
Actelion's shareholders can monetize their holdings in Actelion at
a highly attractive cash price of $280 per share, while at the same time retaining
a significant stake in the future potential upside of Actelion's
earlier stage pipeline, through their ownership of R&D NewCo.
Jean-Paul Clozel and I have high expectations for this new,
well-funded biotech company with a significant portfolio of drugs
in the clinic. R&D NewCo will be led by an experienced and
proven scientific team."
Dr. Clozel said, "In making this offer, Johnson & Johnson is
recognizing all that has been created at Actelion during the last
20 years, and in particular the quality of our PAH franchise, the
potential of our key marketed medicines and our promising
late-stage development assets. The newly created R&D company
allows us to continue with our successful culture of innovation. It
is enormously exciting to continue to develop new and
differentiated products, in multiple therapeutic areas, to improve
the lives of patients."
Benefits of the Transaction
- Compelling, all-cash transaction for Actelion
shareholders: The transaction will deliver a significant and
immediate premium to Actelion shareholders, with greater value
certainty as compared to Actelion's standalone prospects. Actelion
shareholders are also expected to realize substantial additional
value from their ownership interest in R&D NewCo.
- Value-enhancing transaction for Johnson & Johnson
shareholders: The transaction is expected to be
immediately accretive to Johnson & Johnson earnings per share
and accelerate Johnson & Johnson revenue and earnings growth
rates, while enhancing long-term growth and value creation of the
Janssen Pharmaceuticals business. Post-transaction close, Johnson
& Johnson expects the transaction to increase its long-term
revenue growth rate by at least 1.0% and its long-term earnings
growth rate by 1.5% - 2.0% above current analyst consensus. Johnson
& Johnson estimates EPS accretion in the first full year of
$0.35 to $0.40. Johnson & Johnson
shareholders are also expected to realize additional value from the
Johnson & Johnson ownership interest in R&D NewCo.
- Additional value creation through new R&D
NewCo: R&D NewCo will inherit Actelion's fully
established and validated drug discovery engine based in Allschwil,
Switzerland and its proven and
experienced discovery and development team. It will be well
positioned to continue Actelion's strong legacy of innovation to
discover and develop new and differentiated products in multiple
therapeutic areas. As an independent clinical stage
biopharmaceutical company, specializing in the discovery and
development of small molecule therapeutics to meet significant
unmet medical need, R&D NewCo will have a broad portfolio of
drug candidates in clinical development, across four focused
therapeutic franchises: specialty cardiovascular disorders, central
nervous system disorders, immunological disorders and orphan
diseases.
- Aligns with Janssen Pharmaceuticals' Transformational
Medical Innovation Strategy: Actelion's PAH franchise,
including differentiated, innovative medicines Opsumit®,
Uptravi®, Tracleer®, Veletri® and
Ventavis®, expands Janssen Pharmaceuticals' portfolio in
its attractive and complementary cardiovascular and metabolic
therapeutic area, and provides a leading commercial position in an
established area where the science is transformational for
patients. Through the proposed transaction, Johnson & Johnson
will also acquire Actelion's other marketed products, including
Valchlor® and Zavesca®as well as global
rights to ponesimod, an S1P1 receptor modulator in phase
3 development for multiple sclerosis, and cadazolid, a novel
antibiotic in phase 3 development for Clostridium
difficile-associated diarrhea.
- Extends Actelion products' geographic and commercial
reach: The Johnson & Johnson global presence and
commercial capabilities will help open new markets and
opportunities for Actelion's in-market products and provide
additional support for the successful launches of its promising
late-stage therapies in highly competitive therapeutic areas.
Roadmap to Completion
The transaction is expected to close by the end of the second
quarter of 2017. The Pre-Announcement including the conditions of
the tender offer is being published concurrently with this press
release. Johnson & Johnson intends to file a prospectus and
commence the tender offer by mid-February. In addition, Actelion
will convene an Extraordinary General Meeting (EGM) for
shareholders to approve the distribution of shares of R&D NewCo
by way of a dividend in kind to Actelion's shareholders upon
closing of the tender offer. The EGM is expected to be held in the
second quarter of 2017.
The transaction is conditioned upon:
- At least 67% of all Actelion shares that are issued and
outstanding at the end of the offer period, which may be extended,
tendering into the offer;
- The approval of the Actelion shareholders of the distribution
of the shares of R&D NewCo at the EGM called for this purpose;
and
- Further customary offer conditions described in the offer
prospectus, including regulatory approvals
Tax clearances in relation to the spin-off of R&D NewCo have
been received from both the Swiss Federal and the Basel-Landschaft
cantonal tax authorities. Jean-Paul Clozel has committed to tender
all Actelion shares he owns into the offer and vote his shares in
favor of the transaction at the EGM. Actelion's Board of Directors
unanimously recommends that Actelion shareholders tender their
shares into the offer and vote in favor of the distribution of
shares at the EGM.
Actelion is prepared to pay the price per tendered share to the
retail shareholders in CHF and therefore provide a wholesale
exchange facility. The exchange facility shall be provided only to
persons who hold their Actelion shares in a bank deposit in
Switzerland, and who hold no more
than 1,000 shares each.
Advisors
Lazard is acting as lead financial advisor to Johnson &
Johnson with Citibank also providing financial advice on certain
matters. Cravath, Swaine & Moore LLP, Homburger AG and
SextonRiley LLP are serving as legal advisors to Johnson &
Johnson.
Bank of America Merrill Lynch is serving as Actelion's lead
financial advisor, with Credit Suisse also providing financial
advice. Niederer Kraft & Frey, Wachtell, Lipton, Rosen &
Katz, and Slaughter & May are serving as legal advisors to
Actelion.
Press Conference
A press conference held jointly by
Actelion and Johnson & Johnson will take place today,
January 26, at 1:00 p.m. CET. (7:00 a.m.,
Eastern Time) at Actelion's Headquarters, Hegenheimermattweg
95, 4123 Allschwil. Accredited members of the media are invited to
attend in person. There will also be a live video webcast of the
conference at:
http://aka.swisscomstream.ch/actelion/20170126/webcast/
Investor Conference Call
Johnson & Johnson
and Actelion will conduct a conference call with investors to
discuss the transaction today, January
26, at 2:00 p.m. CET.
(8:00 a.m., Eastern Time).
A simultaneous webcast of the call for investors and other
interested parties may be accessed by visiting the Johnson &
Johnson website at www.investor.jnj.com and the Actelion website at
www.actelion.com. A replay will be available approximately two
hours after the live webcast by visiting www.investor.jnj.com or
www.actelion.com.
About Johnson & Johnson
Caring for the
world, one person at a time, inspires and unites the people of
Johnson & Johnson. Johnson & Johnson embraces research and
science – bringing innovative ideas, products and services to
advance the health and well-being of people. Johnson &
Johnson's approximately 126,900 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 www.twitter.com/JanssenGlobal.
About Actelion Ltd.
Actelion Ltd. is a leading
biopharmaceutical company focused on the discovery, development and
commercialization of innovative drugs for diseases with significant
unmet medical need.
Actelion is a leader in the field of pulmonary arterial
hypertension (PAH). Our portfolio of PAH treatments covers the
spectrum of disease, from WHO Functional Class (FC) II through to
FC IV, with oral, inhaled and intravenous medications. Although not
available in all countries, Actelion has treatments approved by
health authorities for a number of specialist diseases including
Type 1 Gaucher disease, Niemann-Pick type C disease, Digital Ulcers
in patients suffering from systemic sclerosis, and mycosis
fungoides type cutaneous T-cell lymphoma.
Founded in late 1997, with now over 2,500 dedicated
professionals covering all key markets around the world including
Europe, the US, Japan, China,
Russia and Mexico, Actelion has its corporate
headquarters in Allschwil / Basel,
Switzerland. Actelion shares are traded on the SIX Swiss
Exchange (ticker symbol: ATLN) as part of the Swiss blue-chip index
SMI (Swiss Market Index SMI®). All trademarks are
legally protected.
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 potential transaction
between Johnson & Johnson and 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 and
Actelion. Risks and uncertainties include, but are not limited to:
the satisfaction of closing conditions for the transaction,
including clearance by relevant merger control authorities and the
receipt of regulatory approvals for the transaction; the
possibility that the transaction will not be completed in the
expected timeframe or at all; the potential that the expected
benefits and opportunities of the transaction, if completed, 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; economic conditions, including currency exchange and
interest rate fluctuations; competition, including technological
advances, new products and patents attained by competitors; changes
to applicable laws and regulations, including tax laws and domestic
and foreign health care reforms; adverse litigation or government
action; changes in behavior and spending patterns or financial
distress of purchasers of health care products and services; and
trends toward health care cost containment. In addition, if and
when the transaction is consummated, there will be 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. 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 or Actelion. Neither Johnson &
Johnson nor Actelion undertakes to update any forward-looking
statement as a result of new information or future events or
developments.
IMPORTANT ADDITIONAL INFORMATION
The
public tender offer described herein has not yet commenced. This
release is for informational purposes only and does not constitute,
or form part of, any offer or invitation to sell or issue, or any
solicitation of any offer, to purchase or subscribe for any
registered shares in Actelion or Actelion's ADSs,
nor shall it form the basis of, or be relied on in connection with,
any contract there for. At the time the public tender offer is
commenced, shareholders of Actelion are urged to read the offer
documents which are or will be available at
http://www.investor.jnj.com/publictenderoffer.cfm.
OFFER RESTRICTIONS
The public tender
offer described in the offer documents (the Offer) is not
being and will not be made, directly or indirectly, in any country
or jurisdiction in which it would be considered unlawful or
otherwise violate any applicable laws or regulations, or which
would require Johnson & Johnson or any of its subsidiaries to
change or amend the terms or conditions of the Offer in any
material way, to make an additional filing with any governmental,
regulatory or other authority or take additional action in relation
to the Offer. It is not intended to extend the Offer to any such
country or jurisdiction. Any such documents relating to the Offer
must neither be distributed in any such country or jurisdiction nor
be sent into such country or jurisdiction, and must not be used for
the purpose of soliciting the purchase of securities of Actelion by
any person or entity resident or incorporated in any such country
or jurisdiction.
Notice to U.S. Persons Holding Actelion Shares and to Holders
of ADSs
The Offer described in this communication is
being made for the registered shares of Actelion, a Swiss company
whose shares are listed on the SIX Swiss Exchange (SIX), and
is subject to Swiss disclosure and procedural requirements, which
are different from those of the United
States (U.S.). The Offer is being made in the U.S.
pursuant to Section 14(e) of, and Regulation 14E under, the U.S.
Securities Exchange Act of 1934, as amended (the U.S. Exchange
Act), subject to the exemptions provided by Rule 14d-1 and Rule
14e-5 under the U.S. Exchange Act and any exemptions from such
requirements granted by the U.S. Securities and Exchange Commission
(the SEC), and otherwise in accordance with the requirements
of Swiss law. Accordingly, the Offer is subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer
procedures and laws. U.S. holders of registered shares of Actelion
(Actelion Shares) are encouraged to consult with their
own Swiss advisors regarding the Offer.
The pre-announcement available on Johnson & Johnson's
website does not constitute the Offer. Janssen Holding GmbH (the
Offeror) will disseminate the offer prospectus (the Offer
Prospectus) (with full Offer terms and conditions) as required
by applicable law, and the shareholders of Actelion should review
the Offer Prospectus and all other Offer documents carefully. The
Offer may not be accepted before publication of the Offer
Prospectus and expiration of a cooling-off period of ten (10)
trading days (if not extended by the Swiss Takeover Board), which
will run from the trading day immediately after the publication
date of the Offer Prospectus.
According to the laws of Switzerland, Actelion Shares tendered
into the Offer may generally not be withdrawn after they are
tendered except under certain circumstances, in particular in case
a competing offer for the Actelion Shares is launched.
In accordance with the laws of Switzerland and subject to applicable
regulatory requirements, Johnson & Johnson and its subsidiaries
and affiliates or their respective nominees or brokers (acting as
agents for Johnson & Johnson, its subsidiaries or affiliates)
may from time to time after the date of the Offer Prospectus, and
other than pursuant to the Offer, directly or indirectly, purchase
or arrange to purchase Actelion Shares or any securities that are
convertible into, exchangeable for or exercisable for Actelion
Shares from shareholders of Actelion who are willing to sell their
Actelion Shares outside the Offer from time to time, including
purchases in the open market at prevailing prices or in private
transactions at negotiated prices, and shall comply with applicable
laws and regulations in Switzerland and applicable U.S. securities
laws, rules and regulations and pursuant to exemptive relief
granted by the SEC from Rule 14e-5 under the U.S. Exchange Act. Any
such purchases will not be made at prices higher than the offer
price or on terms more favorable than those offered pursuant to the
Offer unless the offer price is increased accordingly. Any
information about such purchases or arrangements to purchase will
be publicly disclosed in the U.S. on Johnson & Johnson's
website to the extent that such information is made public in
accordance with the applicable laws and regulations of Switzerland. In addition, the financial
advisor to Actelion and, subject to applicable Swiss and U.S.
securities laws, rules and regulations and pursuant to exemptive
relief granted by the SEC from Rule 14e-5 under the U.S. Exchange
Act, the financial advisor to Johnson & Johnson and its
affiliates may also engage in ordinary course trading activities in
securities of Actelion, which may include purchases or arrangements
to purchase such securities.
It may be difficult for U.S. holders to enforce their rights and
any claim arising out of U.S. securities laws, since the Offeror
and Actelion are located in a non-U.S. jurisdiction, and some or
all of their officers and directors may be residents of a non-U.S.
jurisdiction. U.S. holders may not be able to sue a non-U.S.
company or its officers or directors in a U.S. or non-U.S. court
for violations of the U.S. securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Offer by a U.S. holder of
Actelion Shares may be a taxable transaction for U.S. federal
income tax purposes and under applicable U.S. state and local laws,
as well as foreign and other tax laws. Each shareholder of Actelion
is urged to consult his or her independent professional advisor
immediately regarding the tax consequences of an acceptance of the
Offer. Neither the SEC nor any securities commission of any State
of the U.S. has (a) approved or disapproved of the Offer, (b)
passed upon the merits or fairness of the Offer, or (c) passed upon
the adequacy or accuracy of the disclosure in the pre-announcement.
Any representation to the contrary is a criminal offence in the
U.S.
American Depositary Shares and American Depositary
Receipts
Johnson & Johnson, its subsidiaries and
affiliates are aware that there is an "unsponsored" American
Depositary Receipt Program concerning Actelion Shares. The Offer is
not being made for American Depositary Shares representing Actelion
Shares (ADSs), nor for American Depositary Receipts
evidencing such ADSs (ADRs). However, the Offer is being
made for the Actelion Shares that are represented by the ADSs.
Holders of ADSs and ADRs are encouraged to consult with the
appropriate depositary regarding the tender of Actelion
Shares that are represented by ADSs. Johnson & Johnson,
its subsidiaries and affiliates are unaware of whether any
respective depositary will make arrangements to tender the
underlying Actelion Shares into the Offer on behalf of holders
of ADSs or ADRs.
Holders of ADSs may present their ADSs to the appropriate
depositary for cancellation and (upon compliance with the terms of
the deposit agreements relating to the "unsponsored" American
Depositary Receipt Program concerning Actelion Shares, including
payment of the depositary's fees and any applicable transfer fees,
taxes and governmental charges) delivery of Actelion Shares to
them, in order to become shareholders of Actelion. The Offer may
then be accepted in accordance with its terms for the Actelion
Shares delivered to holders of ADSs upon such cancellation.
Holders of ADSs should be aware, however, that in order to tender
in this manner, they may need to have an account in Switzerland into which the Actelion Shares can
be delivered.
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SOURCE Johnson & Johnson