Johnson & Johnson announces expected settlement of Actelion tender offer on June 16,
2017


Actelion Pharmaceuticals Ltd /
Johnson & Johnson announces expected settlement of Actelion tender offer on June 
16, 2017 
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Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
Source: Globenewswire

  * Announces receipt of all regulatory approvals required to complete
    acquisition of Actelion

ALLSCHWIL/BASEL, SWITZERLAND - 09 June 2017 - Johnson & Johnson (NYSE:JNJ) today
announced  that, with today's receipt of approval of the proposed acquisition of
Actelion  Ltd  (SIX:  ATLN)  from  the  European Commission (EC), all regulatory
approvals  required to  complete the  transaction have  been received. Johnson &
Johnson  expects the settlement of the all-cash public tender offer by its Swiss
subsidiary,  Janssen  Holding  GmbH,  to  acquire  all  publicly  held shares of
Actelion Ltd for $280 per share, payable in U.S. dollars, on June 16, 2017.

As  previously announced, as part of the transaction, Actelion will spin out its
drug  discovery operations  and early-stage  clinical development  assets into a
newly  created Swiss  biopharmaceutical company  ("Idorsia Ltd").  The shares of
Idorsia  Ltd  are  expected  to  be  distributed to Actelion's shareholders as a
dividend  in  kind  and  listed  on  the  SIX  Swiss  Exchange on the day of the
settlement  of  the  public  tender  offer.  A Johnson & Johnson subsidiary will
initially  hold  9.9 percent  of  the  shares  of  Idorsia Ltd and has rights to
potentially increase up to 32 percent through a convertible note.

                                      ###

Notes to the editor

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
Actelion  Ltd is a  leading biopharmaceutical company  focused on the discovery,
development   and  commercialization  of  innovative  drugs  for  diseases  with
significant unmet medical need.

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 2,500 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). All trademarks are legally protected.

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; 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
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. Shareholders of  Actelion are urged  to read the
offer     documents     which     are     or     will     be     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  its  direct or indirect
subsidiaries  to change  or amend  the terms  or conditions  of the Offer in any
material  way, to make an additional filing with any governmental, regulatory or
other  authority or take additional  action in relation to  the Offer. It is not
intended  to extend  the Offer  to any  such country  or jurisdiction.  Any such
documents  relating to the Offer must neither be distributed in any such country
or  jurisdiction nor be sent into such  country or jurisdiction, and must not be
used for the purpose of soliciting the purchase of securities of Actelion by any
person or entity resident or incorporated in any such country or jurisdiction.

Notice to U.S. Holders
The  Offer  described  in  this  communication  is being made for the registered
shares  of Actelion, a  Swiss corporation (Aktiengesellschaft)  whose shares are
listed  on the SIX Swiss Exchange (SIX),  and is subject to Swiss disclosure and
procedural  requirements, which are different from those of the United States of
America  (U.S.). The Offer is being made  in the U.S. pursuant to Section 14(e)
of,  and  Regulation  14E under,  the  U.S.  Securities Exchange Act of 1934, as
amended  (the U.S.  Exchange Act),  subject to  the exemptions  provided by Rule
14d-1 and  Rule 14e-5 under the  U.S. Exchange Act  and any exemptions from such
requirements  granted by the U.S. Securities  and Exchange Commission (the SEC),
and otherwise in accordance with the requirements of Swiss law. Accordingly, the
Offer is subject to disclosure and other procedural requirements, including with
respect  to withdrawal rights, settlement procedures and timing of payments that
are  different from those applicable under U.S. domestic tender offer procedures
and  laws. U.S. holders  of registered shares  of Actelion (Actelion Shares) are
encouraged to consult with their legal, financial and tax advisors regarding the
Offer.

The  shareholders  of  Actelion  should  review  the offer prospectus (the Offer
Prospectus) and all other Offer documents carefully.

According  to the laws  of Switzerland, Actelion  Shares tendered into the Offer
may  generally not  be withdrawn  after they  are tendered  except under certain
circumstances,  in particular  if a  competing offer  for the Actelion Shares is
launched.

In  accordance with the laws of Switzerland and subject to applicable regulatory
requirements,  Johnson &  Johnson and  its subsidiaries  and affiliates or their
respective  nominees or  brokers (acting  as agents  for Johnson  & Johnson, its
subsidiaries  or affiliates) may from  time to time after  the date of the Offer
Prospectus,  and  other  than  pursuant  to  the  Offer, directly or indirectly,
purchase  or  arrange  to  purchase  Actelion  Shares or any securities that are
convertible  into,  exchangeable  for  or  exercisable  for Actelion Shares from
shareholders  of Actelion who are willing  to sell their Actelion Shares outside
the  Offer  from  time  to  time,  including  purchases  in  the  open market at
prevailing  prices or  in private  transactions at  negotiated prices, and shall
comply  with applicable laws and regulations  in Switzerland and applicable U.S.
securities  regulation and pursuant to exemptive  relief granted by the SEC from
Rule  14e-5 under the U.S. Exchange Act. Any  such purchases will not be made at
prices higher than the offer price or on terms more favorable than those offered
pursuant  to  the  Offer  unless  the  offer price is increased accordingly. Any
information  about such purchases  or arrangements to  purchase will be publicly
disclosed  in the U.S.  on Johnson &  Johnson's website to  the extent that such
information   is  made  public  in  accordance  with  the  applicable  laws  and
regulations  of Switzerland. In addition, the financial advisor to Actelion and,
subject to applicable Swiss and U.S. regulation and pursuant to exemptive relief
granted  by the SEC from  Rule 14e-5 under the U.S.  Exchange Act, the financial
advisor  to Johnson  & Johnson  and its  affiliates may  also engage in ordinary
course trading activities in securities of Actelion, which may include purchases
or arrangements to purchase such securities.

It  may be  difficult for  U.S. holders  to enforce  their rights  and any claim
arising  out of U.S. securities laws, since the Offeror and Actelion are located
in  a non-U.S. jurisdiction, and some or all of their officers and directors may
be  residents of a non-U.S. jurisdiction. U.S. holders  may not be able to sue a
non-U.S.  company or its officers  or directors in a  U.S. or non-U.S. court for
violations of the U.S. securities laws. Further, it may be difficult to compel a
non-U.S.  company and  its affiliates  to subject  themselves to  a U.S. court's
judgment.

The  receipt of cash pursuant  to the Offer by  a U.S. holder of Actelion Shares
may  be a  taxable transaction  for U.S.  federal income  tax purposes and under
applicable  U.S. state and local laws, as well as foreign and other tax laws. In
addition,  the  receipt  of  shares  of  Idorsia  Ltd  pursuant  to the demerger
distribution  by a U.S. holder  of Actelion Shares may  be taxable as a dividend
for  U.S. federal income tax purposes and  under applicable U.S. state and local
laws,  as well as  foreign and other  tax laws. Each  shareholder of Actelion is
urged  to  consult  his  or  her  independent  professional  advisor immediately
regarding  the tax consequences of  an acceptance of the  Offer. Neither the SEC
nor  any securities  commission of  any State  of the  U.S. has  (a) approved or
disapproved  of the Offer, (b) passed upon  the merits or fairness of the Offer,
or  (c) passed  upon the  adequacy or  accuracy of  the disclosure  in the Offer
Prospectus. Any representation to the contrary is a criminal offence in the U.S.

American Depositary Shares and American Depositary Receipts
Johnson  & Johnson,  its subsidiaries  and affiliates  are aware  that there are
"unsponsored"  American Depositary Receipt  Programs concerning Actelion Shares.
The Offer is not being made for American Depositary Shares representing Actelion
Shares (ADSs), nor for American Depositary Receipts evidencing such ADSs (ADRs).
However, the Offer is being made for the Actelion Shares that are represented by
the  ADSs.  Holders  of  ADSs  and  ADRs  are  encouraged  to  consult  with the
appropriate  depositary  regarding  the  tender  of  Actelion  Shares  that  are
represented  by ADSs.  Johnson &  Johnson, its  subsidiaries and  affiliates are
unaware  of whether any  respective depositary will  make arrangements to tender
the  underlying Actelion Shares into  the Offer on behalf  of holders of ADSs or
ADRs.

Holders  of  ADSs  may  present  their  ADSs  to  the appropriate depositary for
cancellation  and  (upon  compliance  with  the  terms of the deposit agreements
relating  to the  "unsponsored" American  Depositary Receipt  Program concerning
Actelion  Shares, including payment of the  depositary's fees and any applicable
transfer  fees, taxes and  governmental charges) delivery  of Actelion Shares to
them,  in  order  to  become  shareholders  of  Actelion.  The Offer may then be
accepted  in  accordance  with  its  terms  for the Actelion Shares delivered to
holders  of  ADSs  upon  such  cancellation.  Holders  of  ADSs should be aware,
however,  that in  order to  tender in  this manner,  they may  need to  have an
account in Switzerland into which the Actelion Shares can be delivered.

Press release PDF: 
http://hugin.info/131801/R/2112237/803358.pdf



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The issuer of this announcement warrants that they are solely responsible for the content,
accuracy and originality of the information contained therein.
    
Source: Actelion Pharmaceuticals Ltd via GlobeNewswire

http://www.actelion.com