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Press Release: Actelion issues invitation to 2017 Annual General Meeting of Shareholders

Actelion Pharmaceuticals Ltd / Actelion issues invitation to 2017 Annual 
General Meeting of Shareholders . Processed and transmitted by Nasdaq 
Corporate Solutions. The issuer is solely responsible for the content of 
this announcement. 
 
   ALLSCHWIL/BASEL, SWITZERLAND - 15 March 2017 - Actelion Ltd (SIX: ATLN) 
today issued the formal invitation to the upcoming Annual General 
Meeting (AGM) of Shareholders on behalf of the Board of Directors. The 
meeting to approve the Business Report of the year ending 31 December 
2016 will be held on 05 April 2017 at 10.00 CEST at the premises of 
Actelion, Hegenheimermattweg 95, 4123 Allschwil, Switzerland. 
 
   NOTES TO SHAREHOLDERS 
 
   The invitation was published in the Swiss Official Gazette of Commerce 
(Schweizerisches Handelsamtsblatt) on 15 March 2017 and is available, 
together with the Company's Annual Report and Compensation Report, on 
www.actelion.com. 
 
   In order to attend and vote at the Annual General Meeting of 
Shareholders, Shareholders must have been registered in the Company's 
shareholder register by 31 March 2017 at the latest. 
 
   As previously announced, Janssen Holding GmbH, Zug, an indirect 
subsidiary of Johnson & Johnson, (the "Offeror"), made a public tender 
offer for all of the shares of Actelion Ltd. (the "Offer"). The Board of 
Directors is recommending to the shareholders of Actelion Ltd (the 
"Shareholder(s)") to accept the Offer in the Report of the Board of 
Directors, which is available on www.actelion.com/proposed-transaction. 
In connection with the Offer, Actelion's drug discovery and early 
clinical pipeline business shall be demerged and transferred to a 
newly-created entity, Idorsia Ltd, Allschwil (the "Demerger", and 
together with the Offer, the "Transactions"). For a detailed description 
of the Transactions, please refer to the Shareholder Information 
Brochure, which can be downloaded from Actelion's website under 
www.actelion.com/agm. 
 
   As part of the Offer, the Offeror nominates candidates to Actelion Ltd's 
Board of Directors to take office with effect from the settlement of the 
Offer, while the term of the existing members of the Board of Directors 
to be re-elected shall expire as per the same date (agenda items 4 and 
5). For the purposes of the Demerger, the Board of Directors proposes to 
distribute the shares in Idorsia Ltd to the Shareholders by way of a 
dividend in kind (agenda item 6). 
 
   Shareholders should note that the settlement of the Offer is, inter alia, 
conditional upon the Shareholders having approved the election of the 
candidates nominated by the Offeror (agenda item 5.1) as well as the 
distribution of the shares in Idorsia Ltd to the Shareholders (agenda 
item 6). If these agenda items are not approved and such conditions are 
not waived in accordance with the terms of the Offer, the Offer will be 
declared unsuccessful and will, thus, terminate. The Board of Directors, 
therefore, strongly recommends that Shareholders vote in favor of these 
agenda items if they wish for the Offer to proceed and complete. 
 
   Note for Shareholders who have tendered their shares into the Offer: 
Please note that the tendering of your shares does not affect your 
entitlement to participate in the Annual General Meeting and to exercise 
your voting rights. 
 
   ### 
 
 
 
   NOTES TO EDITORS 
 
   LETTER FROM THE CHAIRMAN 
 
   Dear Shareholder, 
 
   Actelion is undergoing an exciting period of development and change. 
 
   As you are aware, we were approached last year by Johnson & Johnson, who 
proposed that together we explore the rich strategic opportunities for 
collaboration between our two companies. A truly innovative proposal has 
come out of these extensive discussions. We are proud to have now 
reached an agreement that allows you to realize substantial value from 
Actelion's products and late-stage pipeline assets through the sale of 
your Actelion shares for cash, while at the same time retaining a 
significant stake in the future potential upside of Actelion's early 
stage pipeline through ownership of Idorsia Ltd, a new independent 
biopharmaceutical company that will specialize in the discovery, 
development and commercialization of small molecule therapeutics to 
address significant unmet medical needs. 
 
   OUR PROPOSAL HAS TWO CONSTITUENT PARTS: A TENDER OFFER AND A DEMERGER. 
 
   -- THE TENDER OFFER: Janssen Holding GmbH, an indirect subsidiary of 
Johnson & Johnson, has already made an offer to acquire all of the 
shares of Actelion at an all cash price of USD 280 per share. Subject to 
extensions, the main offer period is expected to remain open until 30 
March 2017. In the report of Actelion's board of directors contained in 
the tender offer prospectus, we have already recommended to the 
shareholders of Actelion to accept the offer and Actelion's board and I 
encourage you to participate and tender your shares. Actelion will 
retain its current marketed products as well as certain late-stage 
product candidates. 
 
   -- THE DEMERGER: Actelion's drug discovery and early clinical pipeline 
business will be separated into a newly-created entity, Idorsia Ltd. As 
part of the demerger, we propose to distribute the ownership of Idorsia 
to shareholders by way of a dividend in kind (one Idorsia share for each 
Actelion share held), and at Actelion's general meeting on 5 April 2017, 
we will ask you to vote to approve this dividend in kind. 
 
   It is important to bear in mind that if the dividend in kind is not 
approved at this general meeting, the tender offer and the demerger will 
not complete. 
 
   As a shareholder of Actelion who has invested in the company and 
supported the development of its pipeline, you have the opportunity to 
continue to share in future successes through the unique structure of 
the proposed transaction. Led by Jean-Paul Clozel and the experienced 
and proven scientific team of Actelion, I have high expectations for 
this new biopharmaceutical company with access to over CHF 1 billion in 
cash, equipped with state of the art technology and benefitting from a 
broad portfolio of innovative drugs in its pipeline inherited from 
Actelion. Assuming the tender offer is successful and you approve the 
demerger, Idorsia shares are expected to be listed on SIX and to 
commence trading in the second quarter of 2017. 
 
   In the event that the tender offer and demerger are successful, Actelion 
will become a member of the Johnson & Johnson family of companies. It is 
also envisaged that following completion of the tender offer and the 
demerger, Johnson & Johnson will hold 16% of the shares of Idorsia 
through the conversion of the first tranche of a convertible loan, with 
the right to increase its shareholding to 32% (based on the number of 
Idorsia shares as of the first day of trading, on a post-conversion 
basis) in the future through the conversion of the second tranche of the 
same convertible loan. 
 
   We have described the proposed transaction structure and the benefits 
that you will receive in a shareholder information brochure. The 
brochure is available to download from www.actelion.com and may be 
printed upon request to investor.relations@actelion.com. We are 
confident that you will share our view that the transaction is in the 
best interests of all parties involved and recommend you vote to approve 
the proposals put to you at the general meeting on 5 April 2017. 
 
   For the board of directors of Actelion Ltd 
 
   Jean-Pierre Garnier 
 
   Chairman of the board of directors 
 
   AGENDA FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 2017 
 
   1.  Annual Report 2016, Consolidated Financial Statements 2016, 
Statutory Financial Statements 2016 and Compensation Report 2016 
 
   1.1   Approval of Annual Report 2016, Consolidated Financial Statements 
2016, Statutory Financial Statements 2016 
 
   1.2   Consultative Vote on the Compensation Report 2016 
 
   2.   Appropriation of Available Earnings 
 
   3.   Discharge of the Board of Directors and of the Executive Management 
 
   4.   Re-election of the Current Board of Directors 
 
   4.1   Re-election of the Board of Director 
 
   4.2   Re-election of the Chairperson of the Board of Directors 
 
   4.3   Re-election of the Compensation Committee 
 
   5.   Election of the New Board of Directors 
 
   5.1   Election of the Board of Directors 
 
   5.2   Election of the Chairperson of the Board of Directors 
 
   5.3   Election of the Compensation Committee 
 
   6.    Distribution of all Shares in Idorsia Ltd to the Shareholders of 
Actelion by Way of a Dividend in Kind for the Purpose of Implementing 
the Demerger 
 
   7.   Election of the Independent Proxy 
 
   8.   Election of the Statutory Auditors 
 
   9.  Reduction of Share Capital by Cancelation of Repurchased Shares of 
Actelion Ltd 
 
 
 
   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 in patients with cutaneous T-cell lymphoma. 
 
   Founded in late 1997, with now over 2,600 dedicated professionals 
covering all key markets around the world including 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. 
 
 
 
   For further information please contact: 
 

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March 15, 2017 02:00 ET (06:00 GMT)

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