Johnson & Johnson To Buy Actelion For $30 Bln With Spin-out Of New R&D Company

(RTTNews) - Drug major Johnson & Johnson (JNJ) has agreed to acquire Swiss biotechnology firm Actelion Ltd. (ALIOF.PK) for $30 billion, with spin-out of a new R&D company, the two companies said Thursday.

Johnson & Johnson will launch an all-cash tender offer in Switzerland to acquire all of the outstanding shares of Actelion for $280 per share, payable in U.S. dollars. This equates to 280.08 Swiss francs per share as of January 25, 2017.

As part of the transaction, immediately prior to the completion of the acquisition, Actelion will spin out its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharmaceutical company, or R&D NewCo.

The transaction, which was unanimously approved by the boards of directors of both companies, is expected to close by the end of the second quarter of 2017.

The transaction is expected to be immediately accretive to Johnson & Johnson's adjusted earnings per share and accelerate the company's revenue and earnings growth rates. Johnson & Johnson will fund the transaction with cash held outside the United States.

Actelion has established a leading franchise of differentiated, innovative products for pulmonary arterial hypertension or PAH that is highly complementary to the existing portfolio of the Janssen Pharmaceutical Companies of Johnson & Johnson.

The shares of R&D NewCo, which will be listed on the SIX Swiss Exchange, will be distributed to Actelion's shareholders as a stock dividend upon closing of the tender.

Johnson & Johnson will initially hold 16 percent of the shares of R&D NewCo and have rights to an additional 16 percent of the company's equity through a convertible note.