Johnson & Johnson will provide an all-cash tender offer to acquire all of the outstanding shares of Swiss drugmaker Actelion for $280 per share, payable in U.S. dollars. The transaction is expected to be immediately accretive to Johnson & Johnson adjusted earnings per share and accelerate J&J revenue and earnings growth rates, according to a press release.
Actelion offers innovative products for pulmonary arterial hypertension (PAH) that is complementary to the existing portfolio of the Janssen Pharmaceutical Companies of Johnson & Johnson. The addition of Actelion’s specialty in-market medicines and late-stage products is consistent with J&J’s efforts to grow in attractive and complementary therapeutic areas and serve patients with serious illnesses and significant unmet medical need.
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 release said. The shares of R&D NewCo, which will be listed on the SIX Swiss Exchange (SIX), will be distributed to Actelion’s shareholders as a stock dividend upon closing. R&D NewCo will be led by Actelion’s current scientific team with Jean-Paul Clozel, MD, Chief Executive Officer and founding member of Actelion, as Chief Executive Officer. Jean Pierre Garnier, Chairman of the Board of Actelion, will be Chairman of the Board of R&D NewCo.
“We believe this transaction offers compelling value to both Johnson & Johnson and Actelion shareholders,” said Alex Gorsky, chairman and CEO of Johnson & Johnson. “Actelion has built an attractive, growing business with world-class commercial and clinical development capabilities. 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...”
Read the full release here