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& Johnson Publishes Interim Result for Actelion Tender Offer and
Declares the Tender Offer Successful
Announces Update on Regulatory Approvals
Transaction Remains on Track to Close in the Second Quarter of 2017
NEW BRUNSWICK, N.J. – March 31, 2017 – Johnson & Johnson (NYSE:
JNJ) today announced that its Swiss subsidiary, Janssen Holding GmbH
(“Janssen”), 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 ((“Actelion”) SIX:ATLN) for $280 per share,
payable in U.S. dollars, per the offer prospectus of February 16, 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
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.
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