Johnson & Johnson Completes Acquisition of Actelion


Actelion Pharmaceuticals Ltd /
Johnson & Johnson Completes Acquisition of Actelion
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Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
Source: Globenewswire

ALLSCHWIL/BASEL,  SWITZERLAND -  16 June 2017 -  Actelion Ltd  (SIX: ATLN) today
announced the completion of the acquisition of Actelion Ltd by Johnson & Johnson
for a total purchase price of approximately $30 billion in cash. The acquisition
was  completed through  an all-cash  public tender  offer by Johnson & Johnson's
Swiss  subsidiary, Janssen Holding GmbH, to  acquire all publicly held shares of
Actelion  Ltd for  $280 per  share, payable  in U.S.  dollars. Actelion will now
become part of the Janssen Pharmaceutical Companies of Johnson & Johnson.

In  connection with the completion of the public tender offer, Actelion has spun
off  its drug discovery  operations and early-stage  clinical development assets
into  a newly created  Swiss biopharmaceutical company,  Idorsia Ltd (SIX:IDIA).
Shares  of  Idorsia  were  distributed  to  Actelion's  shareholders  as a stock
dividend  and will begin trading on the  SIX Swiss Exchange today. As previously
announced,  a subsidiary of Johnson & Johnson will initially hold 9.9 percent of
the  shares of Idorsia and, subject to  certain limitations, will have the right
to  an  additional  22.1 percent  of  Idorsia's  outstanding  equity  through  a
convertible  note. A subsidiary of Johnson &  Johnson also has an option on ACT-
132577, a compound in development for resistant hypertension for which the phase
2 clinical  results  were  recently  announced.  Together, these agreements with
Idorsia  provide Johnson  & Johnson  with additional  sources of  innovation and
value.

As  of  today,  Actelion's  new  Board  members  Ludo  Ooms  (Chairman),  Julian
Bertschinger,  Claudio  Cescato,  Pascal  Hoorn  and  Andrea Ostinelli, who were
elected  at the  Annual General  Meeting of  Actelion's shareholders  on 5 April
2017 (AGM  2017) with effect  from the  date of  completion of the public tender
offer,  assume their  office. All  incumbent members  of 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)
had  only been elected  at the AGM  2017 for a term  of office until the date of
completion  of the  public tender  offer and  will, thus,  leave Actelion  as of
today.

Immediately  following the completion of the  public tender offer, 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  in  accordance  with  applicable law immediately following the
completion  of the public tender offer.  Johnson & Johnson's intention regarding
these  actions  had  been  disclosed  and  announced  in its public tender offer
documents.

                                      ###


NOTES TO EDITORS

About Johnson & Johnson

Caring  for the world, one  person at a time,  inspires and unites the people of
Johnson  & Johnson. We embrace research and science - bringing innovative ideas,
products  and  services  to  advance  the  health  and well-being of people. Our
approximately  130,800 employees at  more than  250 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

In  June 2017, Actelion became  part of the  Janssen Pharmaceutical Companies of
Johnson  & Johnson.  Actelion's medicines  help expand  and strengthen Janssen's
portfolio  with leading, differentiated in-market  medicines and promising late-
stage  compounds. Janssen has added Pulmonary Hypertension as a therapeutic area
of  focus  to  maintain  the  leadership  position  Actelion  has  built in this
important disease area.
Actelion  shares are traded on the SIX Swiss Exchange (ticker symbol: ATLN). All
trademarks are legally protected.

For further information please contact:
Investor Relations - Actelion Pharmaceuticals Ltd
+41 61 565 6565
www.actelion.com

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 acquisition of
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. Risks and uncertainties
include,  but are not limited to: 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;
the  potential that the  expected benefits and  opportunities of the transaction
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; competition, including technological
advances,  new products and patents  attained by competitors; adverse litigation
or  government action;  challenges to  patents; changes  to applicable  laws and
regulations,  including  domestic  and  foreign  health care reforms; changes in
behavior  and spending  patterns or  financial distress  of purchasers of health
care  products  and  services;  manufacturing  difficulties  and delays; product
efficacy  or safety concerns resulting in  product recalls or regulatory action;
and  trends toward health care cost  containment. 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.
Johnson  & Johnson does not undertake to update any forward-looking statement as
a result of new information or future events or developments.


Medienmitteilung PDF: 
http://hugin.info/131801/R/2113720/804108.pdf



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Source: Actelion Pharmaceuticals Ltd via GlobeNewswire

http://www.actelion.com