GNW-News: Johnson & Johnson Completes Acquisition of Actelion

Johnson & Johnson Completes Acquisition of Actelion

Actelion Pharmaceuticals Ltd /

Johnson & Johnson Completes Acquisition of Actelion

. Verarbeitet und übermittelt durch Nasdaq Corporate Solutions.

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

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