J&J to Acquire Actelion for $30 billion

The companies will split Actellion’s drug discovery and early-stage clinical development assets into a new Swiss biopharmaceutical company.

On Jan. 26, 2017, Johnson & Johnson (J&J) announced plans to acquire Actelion for $30 billion. In a press release, J&J said it would acquire all outstanding shares of Actelion for $280 per share. J&J will retain Actelion’s presence in Switzerland and the companies will split Actelion’s 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 upon closing of the tender. Johnson & Johnson will initially hold 16% of the shares of R&D NewCo and have rights to an additional 16% of R&D NewCo equity through a convertible note. The arrangements will result in R&D NewCo launching with cash of CHF 1 billion (approximately $1 billion) to be made available at the closing of the transactions.

J&J will also receive an option on ACT-132577, R&D NewCo product being developed for resistant hypertension currently in Phase II clinical development. The new company will be led by Actelion’s current scientific team with Jean-Paul Clozel, MD, CEO and founding member of Actelion, as CEO. Jean Pierre Garnier, Chairman of the Board of Actelion, will be Chairman of the Board of R&D NewCo.

Source: J&J