Update notes cash amount with which R&D NewCo will launch
Johnson & Johnson said on Wednesday it will buy a Switzerland-based pharmaceutical company Actelion for $30 billion.
J&J will launch a new spin-off research and development company that will be based in Switzerland, that will continue working on Actelion’s field. Since the both companies have unanimously agreed to conclude this deal, J&J will be immediately start with organizing the new business with CHF1billion, which is – as it said in the press release – highly complementary with J&J’s Jansen pharmaceutical companies.
Actelion shareholders will get $280 per Actelion share in all-cash tender offer to be launched by J&J, and one share of the new R&D company for each actelion share as stock dividend.
As part of the transaction, immediately prior to the completion of the acquisition, Actelion will spin out its CHF1billion drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharmaceutical company, which will be listed on the SIX Swiss Exchange (SIX). J&J will initially hold 16% of the shares of the new R&D company and have rights to another 16% of equity through a convertible note. J&J will also get an option on ACT-132577, a product within R&D NewCo being developed for resistant hypertension currently in phase 2 clinical development. The CEO of the new R&D company will be Actelion’s Jean-Paul Clozel, MD, Chief Executive Officer and founding member of Actelion. Jean Pierre Garnier, Chairman of the Board of Actelion, will be Chairman of the Board of the new company.
Alex Gorsky, Chairman and CEO of J&J, said: “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.
“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.”
Garnier said: “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.”
Dr. Clozel said, “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.”