Johnson & Johnson (New Brunswick, NJ) and Actelion Ltd (CS) 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, as of January 25, 2017. The transaction was unanimously approved by the boards of directors of both companies. Actelion has established a 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. 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, will be distributed to Actelion’s shareholders as a stock dividend upon closing of the tender. R&D NewCo will be led by Actelion’s current scientific team with Jean-Paul Clozel, MD, CEO and founding member of Actelion, as CEO. Jean Pierre Garnier, chairman of the board of Actelion, will be chairman of the board of R&D NewCo.
Market Pulse transactions shown herein are provided as a matter of public record. These transactions have been compiled from press releases, corporate announcements and other public sources to provide an overview of acquisition and merger activities within the healthcare and life sciences sectors.