ACTELION
Publication of Idorsia's prospectus relating to the listing of Idorsia Ltd on SIX Swiss
Exchange
Actelion Pharmaceuticals Ltd /
Publication of Idorsia's prospectus relating to the listing of Idorsia Ltd on
SIX Swiss Exchange
. Verarbeitet und übermittelt durch Nasdaq Corporate Solutions.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
Source: Globenewswire
ALLSCHWIL/BASEL, SWITZERLAND - 09 June 2017 - Actelion Ltd (SIX:ATLN) today
published the listing prospectus relating to the listing of Idorsia shares on
SIX Swiss Exchange. With the tender offer for all publicly held shares of
Actelion Ltd by Janssen Holding GmbH, a Swiss subsidiary of Johnson & Johnson
(J&J) for Actelion on track for completion, it is expected that the settlement
of the tender offer by J&J will take place on 16 June 2017. The demerger
distribution, approved by the General Meeting of Actelion Shareholders held on
5 April 2017, will take place concurrently, whereby all Actelion shareholders
(whether they tendered their shares or not) will receive one Idorsia share per
each Actelion share held on 13 June 2017. It is expected that Idorsia shares
will be listed and commence trading on SIX Swiss Exchange on 16 June 2017.
About Idorsia Ltd
Idorsia will be an independent biopharmaceutical company specialized in the
discovery and development of small molecules to meet significant unmet medical
needs. Idorsia will have a diverse clinical development pipeline comprising
several compounds being investigated in multiple therapeutic areas, including
central nervous system disorders, cardiovascular disorders, immunological
disorders and orphan diseases. Idorsia will inherit Actelion's established and
validated drug discovery engine and a strong cross-section of its development
organization. Idorsia's pipeline will continue to be developed by selected
members of Actelion's development organization who joined Idorsia.
Headquartered in Allschwil, Switzerland, Idorsia was incorporated on 2 March
2017 and will employ over 600 employees.
Idorsia's key strengths lie in the unique combination of:
* Skills: An experienced team comprising over 600 employees, with a proven
track record of successfully bringing drug candidates to market
* Products: Ownership of a clinical pipeline of drug candidates in different
areas of medicine where patients' needs are not fully met with existing
therapies
* Assets: State-of-the-art facilities
* Cash: Financing with CHF 1 billion in cash. Additionally, Cilag, a
subsidiary of Johnson & Johnson, will provide Idorsia with a CHF Credit
Facility equivalent to USD 250 million
Idorsia's development pipeline
Idorsia will have a diverse clinical development pipeline comprising several
compounds being investigated in multiple therapeutic areas, including central
nervous system disorders, cardiovascular disorders, immunological disorders and
orphan diseases.
Idorsia's drug discovery will focus on novel molecular target families,
implementing appropriate state-of-the-art technologies. In particular, the
target families will include G-protein coupled receptors (GPCRs), ion channels
and certain enzymes.
Status Compound Mechanism of Action Target Indication
---------- -------------- ---------------------------- ------------------------
Aprocitentan Endothelin receptor Resistant hypertension
(ACT-132577) antagonist
-------------- ---------------------------- ------------------------
ACT-541468 Dual orexin receptor Chronic insomnia
antagonist
Phase 2 -------------- ---------------------------- ------------------------
Endothelin receptor Vasospasm associated
Clazosentan antagonist with aneurysmal
subarachnoid hemorrhage
-------------- ---------------------------- ------------------------
Cenerimod S1P(1) receptor modulator Systemic lupus
erythematosus
---------- -------------- ---------------------------- ------------------------
Phase 1b Lucerastat Glucosylceramide synthase Fabry disease
inhibitor
---------- -------------- ---------------------------- ------------------------
ACT-246475 P2Y12 receptor antagonist Acute coronary
syndrome
-------------- ---------------------------- ------------------------
ACT-774312 CRTH2 receptor antagonist Asthma and allergy
disorders
Phase 1 -------------- ---------------------------- ------------------------
ACT-539313 Selective orexin 1 Anxiety
receptor antagonist
-------------- ---------------------------- ------------------------
ACT-709478 T-type calcium channel Epilepsy
blocker
---------- -------------- ---------------------------- ------------------------
Corporate Governance
Idorsia's Board of Directors comprises Jean-Pierre Garnier (Chairman), Robert
Bertolini (member, Chair Finance & Audit committee), Jean-Paul Clozel (member),
John J. Greisch (member, Chair Nominating, Governance & Compensation committee),
David Stout (member) and Herna Verhagen (member).
Idorsia's Executive Committee consists of Jean-Paul Clozel (Chief Executive
Officer), Guy Braunstein (Head of Global Clinical Development), Martine Clozel
(Chief Scientific Officer) and André C. Muller (Chief Financial Officer).
Indicative timetable of events
All dates listed below represent Idorsia's current expectations of the timing of
key events in connection with the listing of Idorsia shares and are subject to
change.
Event Expected Date
-------------------------------------------------------------------------------
Cut-off Date for entitlement to receive dividend in kind 13 June 2017
-------------------------------------------------------------------------------
Ex-dividend date 14 June 2017
-------------------------------------------------------------------------------
Record date 15 June 2017
-------------------------------------------------------------------------------
Distribution of the Main Shares and Settlement 16 June 2017
-------------------------------------------------------------------------------
Listing and First Day of Trading of the Main Shares on SIX 16 June 2017
-------------------------------------------------------------------------------
Listing and First Day of Trading of the Authorized Shares on SIX 20 June 2017
-------------------------------------------------------------------------------
The listing prospectus can be accessed by Actelion's shareholders via internet
on Actelion's website https://www.actelion.com/en/investors/proposed-
transaction/index.page
###
Notes to the Editor
Actelion's financial statements for the first quarter of 2017
In order to prepare the pro-forma financial information for Idorsia, the first
quarter financial statements for Actelion were used as a baseline. They can be
found in the financial archive at:
https://www.actelion.com/en/investors/financial-information/financial-
archive.page?
Collaboration Agreement with Janssen Biotech, Inc.
Idorsia and Janssen Biotech, Inc., a subsidiary of Johnson & Johnson, have
entered into a Collaboration Agreement giving Janssen Biotech, Inc. the option
to collaborate with Idorsia to jointly develop and solely commercialize
aprocitentan (ACT-132577) and any of its derivative compounds or products.
Aprocitentan is being investigated for use in resistant hypertension and has
completed a dose-finding study in essential hypertension. Following the later of
the end of the Phase 2 study meeting with the FDA or receipt by Janssen Biotech,
Inc. of a complete Phase 2 data package, Janssen Biotech, Inc. will have thirty
days to opt in to the collaboration by paying Idorsia a milestone payment of USD
230 million. In addition, under the terms of the Collaboration Agreement,
Janssen Biotech, Inc. will pay Idorsia royalties on products containing
aprocitentan.
Revenue Sharing Agreement with Johnson & Johnson
Idorsia Pharmaceuticals Ltd, J&J and Actelion Pharmaceuticals Ltd have entered
into a Revenue Sharing Agreement in respect of ponesimod and cadazolid. Under
the terms of the Revenue Sharing Agreement, if market authorization is obtained,
Idorsia Pharmaceuticals Ltd is entitled to receive quarterly payments of 8% of
the aggregate net sales of ponesimod and cadazolid products from Actelion
Pharmaceuticals Ltd. For each of ponesimod and cadazolid, payments will be made
under the Revenue Sharing Agreement for fifteen years from the latest launch of
a product containing ponesimod or cadazolid (as applicable) in (i) the United
States, (ii) Canada or (iii) any one of the United Kingdom, France, Germany,
Italy and Spain.
For further information please contact:
Andrew Weiss
Senior Vice President, Head of Investor Relations & Corporate Communications
Actelion Pharmaceuticals Ltd, Gewerbestrasse 16, CH-4123 Allschwil
+41 61 565 62 62
www.actelion.com
The above information contains certain "forward-looking statements", relating to
the company's business, which can be identified by the use of forward-looking
terminology such as "estimates", "believes", "expects", "may", "are expected
to", "will", "will continue", "should", "would be", "seeks", "pending" or
"anticipates" or similar expressions, or by discussions of strategy, plans or
intentions. Such statements include descriptions of the company's investment and
research and development programs and anticipated expenditures in connection
therewith, descriptions of new products expected to be introduced by the company
and anticipated customer demand for such products and products in the company's
existing portfolio. Such statements reflect the current views of the company
with respect to future events and are subject to certain risks, uncertainties
and assumptions. Many factors could cause the actual results, performance or
achievements of the company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward-
looking statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated or expected.
Press release PDF:
http://hugin.info/131801/R/2112066/803251.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate
Solutions clients.
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.comGNW-News: Publication of Idorsia's prospectus relating to the listing of Idorsia Ltd on SIX Swiss Exchange
Am 09. Juni 2017 um 17:47 Uhr
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