Johnson & Johnson Announces Interim Result For Actelion Tender Offer

(RTTNews) - Johnson & Johnson (JNJ) said Friday that its Swiss subsidiary, Janssen Holding GmbH, published the provisional notice of the interim result of its all-cash public tender offer in Switzerland to acquire all publicly held shares of Actelion Ltd (ALIOF.PK) for $280 per share, payable in U.S. dollars, per the offer prospectus of February 16, 2017.

At the expiration of the main offer period on March 30, 2017, a total of 78.63 million Actelion shares were tendered, corresponding to 73.25% of the 107.34 million Actelion shares covered by the tender offer.

Including the Actelion shares tendered, Janssen and Actelion, a person acting in concert with Janssen, held as of the end of the main offer period 83.20 million Actelion shares, corresponding to 77.20% of the voting rights and the share capital of Actelion.

Janssen has declared the tender offer successful. The additional acceptance period of ten trading days (at the SIX Swiss Exchange) for the subsequent acceptance of the tender offer will commence on April 6, 2017 and expire on April 21, 2017, 10:00 a.m. EDT, 4:00 p.m. CEST.

Johnson & Johnson also announced that the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to Janssen's proposed acquisition of Actelion have either expired or been terminated early. The Japan Fair Trade Commission and the Israeli Antitrust Authority have cleared the proposed acquisition of Actelion.

The settlement of the tender offer is expected to occur, subject to the satisfaction of all relevant conditions to the tender offer, including regulatory approvals, in the second quarter of 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.

Johnson & Johnson will initially hold 16 percent of the shares of Idorsia Ltd and have rights to potentially increase to 32 percent through a convertible note.