Johnson & Johnson (JNJ) Declares $30B Actelion Tender Successful; Controls 77.% of Voting Rights

March 31, 2017 5:41 AM EDT

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Johnson & Johnson (NYSE: JNJ) today announced that its Swiss subsidiary, Janssen Holding GmbH published the provisional notice of the interim result of its all-cash public tender offer in Switzerland to acquire all publicly held shares of Actelion Ltd for $280 per share, payable in U.S. dollars, per the offer prospectus of February 16, 2017.

  • Announces update on regulatory approvals
  • Transaction remains on track to close in the second quarter of 2017

At the expiration of the main offer period on March 30, 2017, 10:00 a.m. EDT, 4:00 p.m. CEST, a total of 78,629,955 Actelion shares were tendered, corresponding to 73.25% of the 107,339,642 Actelion shares covered by the tender offer. Including the Actelion shares tendered, Janssen and Actelion, a person acting in concert with Janssen, held as of the end of the main offer period 83,195,346 Actelion shares, corresponding to 77.20% of the voting rights and the share capital of Actelion.

Subject to the satisfaction of certain conditions, Janssen has declared the tender offer successful. The additional acceptance period of ten trading days (at the SIX Swiss Exchange) for the subsequent acceptance of the tender offer will commence on April 6, 2017 and expire on April 21, 2017, 10:00 a.m. EDT, 4:00 p.m. CEST.

Johnson & Johnson also announced that the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to Janssen's proposed acquisition of Actelion have either expired or been terminated early. The Japan Fair Trade Commission and the Israeli Antitrust Authority have cleared the proposed acquisition of Actelion.

Based on the current understanding of the regulatory approval proceedings in different jurisdictions, the settlement of the tender offer is expected to occur, subject to the satisfaction of all relevant conditions to the tender offer, including regulatory approvals, in the second quarter of 2017.

As previously announced, as part of the transaction, Actelion will spin out its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharmaceutical company ("Idorsia Ltd"). The shares of Idorsia Ltd are expected to be distributed to Actelion's shareholders as a dividend in kind and listed on the SIX Swiss Exchange on the day of the settlement of the tender offer. Johnson & Johnson will initially hold 16 percent of the shares of Idorsia Ltd and have rights to potentially increase to 32 percent through a convertible note.

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