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J&J completes acquisition of Actelion

Actelion becomes part of Janssen Pharmaceutical Companies, @ Cilag

After today’s completion of the acquisition of Actelion Ltd by J&J for US$30bn in cash, equivalent to US$280 per share, through the US company’s Swiss subsidiary, Janssen Holding GmbH, Actelion will become part of Janssen Pharmaceuticals.

Actelion has spun off its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharmaceutical company, Idorsia Ltd. Shares of Idorsia were distributed to Actelion's shareholders as a stock dividend and will begin trading on the SIX Swiss Exchange today. A Johnson & Johnson affiliate will initially hold 9.9% of Idorsia shares and will holds the right to an additional 22.1% of the spin-out’s outstanding equity through a convertible note. J&J has also secured an option on ACT-132577, a Phase II candidate designed to treat resistant hypertension.

Actelion’s new Board members Ludo Ooms (Chairman), Julian Bertschinger, Claudio Cescato, Pascal Hoorn and Andrea Ostinelli now assume their office while Actelion’s Board (Jean-Pierre Garnier, Jean-Paul Clozel, Juhani Anttila, Robert J. Bertolini, John J. Greisch, Peter Gruss, Michael Jacobi, Jean Malo, David Stout and Herna Verhagen) will leave Actelion as of today.

Actelion will file petitions with SIX Swiss Exchange for the de-listing of the Actelion shares from SIX Swiss Exchange and for exemptions from certain disclosure obligations under the Listing Rules of SIX Swiss Exchange until the date of de-listing of the Actelion shares. In addition, Actelion has been informed that Johnson & Johnson plans to initiate a squeeze-out of the outstanding publicly held Actelion shares.