Buyer: Johnson & Johnson
Seller: Actelion Ltd
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.
Johnson & Johnson (J&J) (New Brunswick, NJ) formally accepted Cardinal Health’s (Dublin, OH) March 1, 2015 binding offer to acquire Cordis (Fremont, CA) for $1.944 billion in cash. The transaction is expected to close in the U.S. and key non-U.S. countries towards the end of 2015, subject to regulatory clearances and other customary closing conditions.