GNW-News: Publication of Idorsia's prospectus relating to the listing of Idorsia Ltd on SIX Swiss Exchange

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.com