Actelion Pharmaceuticals Ltd / Johnson & Johnson publishes prospectus
for Actelion tender offer . Processed and transmitted by Nasdaq
Corporate Solutions. The issuer is solely responsible for the content of
this announcement.
ALLSCHWIL/BASEL, SWITZERLAND - 16 February 2017 - Actelion Ltd (SIX:
ATLN) today announced that Janssen Holding GmbH, a Swiss subsidiary of
Johnson & Johnson (NYSE:JNJ), has published the Offer Prospectus for its
previously announced all-cash tender offer to acquire all of the
outstanding shares of Actelion for 280 US dollars per share, payable in
US dollars, which equates to CHF 280.08 per share as of January 25,
2017, the trading day preceding the announcement of the transaction. The
Offer Prospectus is available at:
http://www.investor.jnj.com/publictenderoffer.cfm
The tender offer is expected to commence on March 3, 2017 and is
scheduled to expire at 16:00 hrs Central European Time,10:00 hrs Eastern
Standard Time, on March 30, 2017. The tender offer will be open for an
initial period of 20 trading days. Johnson & Johnson may extend the main
offer period once or several times to a maximum of 40 trading days. The
settlement of the tender offer is subject to regulatory approvals and
other customary conditions, including the tender of at least 67 percent
of all Actelion shares that are issued and outstanding at the end of the
offer period.
As previously announced, as part of the transaction, immediately prior
to the settlement of the tender offer, which is expected to occur by the
end of the second quarter of 2017, 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 (SIX), will
be distributed to Actelion's shareholders as a stock dividend
immediately prior to settlement of the tender offer. Johnson & Johnson
will initially hold 16 percent of the shares of R&D NewCo and have
rights to an additional 16 percent of R&D NewCo equity through a
convertible note. The offer price will not be reduced as a result of the
distribution of the shares of R&D NewCo.
Private investors who hold up to 1,000 Actelion shares in a securities
account with a custodian bank in Switzerland, and who tender them into
the public tender offer, will have the opportunity to elect to receive
the USD offer price for their tendered Actelion shares in Swiss francs
as further described in the Offer Prospectus.
The Actelion board of directors has come to the unanimous conclusion
that the offer is in the best interests of Actelion and its shareholders
and that the offer price is fair and adequate. The board of directors
therefore recommends to the shareholders of Actelion to accept the
offer. A report from the Board of Directors and the independent Fairness
Opinion are available at:
https://www.actelion.com/en/investors/proposed-transaction/index.page
GENERAL MEETING OF SHAREHOLDERS
The next General Meeting of Shareholders to approve the Business Report
of the year ending 31 December 2016, and certain terms of the proposed
transaction, is expected to be held on 05 April, 2017.
Shareholders holding more than CHF 1,000,000 nominal value of shares,
being entitled to add items to the agenda of the general meeting of
shareholders, are invited to send in proposals, if any, to Actelion Ltd,
attention Corporate Secretary, Gewerbestrasse 16, CH-4123 Allschwil, to
arrive no later than 1 March 2017. Any proposal received after the
deadline will be disregarded.
In order to attend and vote at the General Meeting of Shareholders,
shareholders must be registered in the company's shareholder register by
12:00 hrs CET on 31 March, 2017, at the latest.
###
NOTES TO THE EDITOR
ABOUT JOHNSON & JOHNSON
Caring for the world, one person at a time, inspires and unites the
people of Johnson & Johnson. Johnson & Johnson embraces research and
science - bringing innovative ideas, products and services to advance
the health and well-being of people. Johnson & Johnson's approximately
126,400 employees, at more than 230 Johnson & Johnson operating
companies, work with partners in health care to touch the lives of over
a billion people every day, throughout the world.
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 needs.
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 2,600 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(R) ). All trademarks are legally protected by their respective
owners.
NOTE TO INVESTORS CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995 regarding the
potential transaction between Johnson & Johnson and Actelion Ltd. The
reader is cautioned not to rely on these forward-looking statements.
These statements are based on current expectations of future events. If
underlying assumptions prove inaccurate or known or unknown risks or
uncertainties materialize, actual results could vary materially from the
expectations and projections of Johnson & Johnson and Actelion. Risks
and uncertainties include, but are not limited to: the satisfaction of
closing conditions for the transaction, including clearance by relevant
merger control authorities and the receipt of regulatory approvals for
the transaction; the possibility that the transaction will not be
completed in the expected timeframe or at all; the potential that the
expected benefits and opportunities of the transaction, if completed,
may not be realized or may take longer to realize than expected;
challenges inherent in product research and development, including the
uncertainty of clinical success and obtaining regulatory approvals;
uncertainty of commercial success for new and existing products;
economic conditions, including currency exchange and interest rate
fluctuations; competition, including technological advances, new
products and patents attained by competitors; changes to applicable laws
and regulations, including tax laws and domestic and foreign health care
reforms; adverse litigation or government action; changes in behavior
and spending patterns or financial distress of purchasers of health care
products and services; and trends toward health care cost containment.
In addition, if and when the transaction is consummated, there will be
risks and uncertainties related to the ability of the Johnson & Johnson
family of companies to successfully integrate the products,
employees/operations and clinical work of Actelion, as well as the
ability to ensure continued performance or market growth of Actelion's
products. A further list and description of these risks, uncertainties
and other factors and the general risks associated with the respective
businesses of Johnson & Johnson and Actelion can be found in Johnson &
Johnson's publicly available filings with the U.S. Securities and
Exchange Commission, and Actelion's publicly available filings on its
website. Copies of these filings, as well as subsequent filings, are
available online at www.sec.gov, www.jnj.com, www.actelion.com or on
request from Johnson & Johnson or Actelion. Neither Johnson & Johnson
nor Actelion undertakes to update any forward-looking statement as a
result of new information or future events or developments.
IMPORTANT ADDITIONAL INFORMATION
The public tender offer described herein has not yet commenced. This
release is for informational purposes only and does not constitute, or
form part of, any offer or invitation to sell or issue, or any
solicitation of any offer, to purchase or subscribe for any registered
shares in Actelion or Actelion's ADSs, nor shall it form the basis of,
or be relied on in connection with, any contract there for. At the time
the public tender offer is commenced, shareholders of Actelion are urged
to read the offer documents which are available at
http://www.investor.jnj.com/publictenderoffer.cfm
OFFER RESTRICTIONS
The public tender (öffentliches Kaufangebot) offer described in the
offer prospectus (the Offer) is not being made and will not be made,
directly or indirectly, in any country or jurisdiction in which such an
Offer would be considered unlawful or otherwise violate any applicable
laws or regulations, or which would require Johnson & Johnson or any of
(MORE TO FOLLOW) Dow Jones Newswires
February 16, 2017 01:00 ET (06:00 GMT)
