GNW-News: Johnson & Johnson announces expected settlement of Actelion tender offer on June 16, 2017

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

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.com