J&J bid lets Actelion have $30 bln cake and eat it

Actelion specializes in treatments for pulmonary arterial hypertension, including macitentan (Opsumit), selexipag (Uptravi), bosentan (Tracleer), epoprostenol for injection (Veletri) and iloprost (Ventavis). Those PAH drugs collectively brought in more than $2 billion in sales in 2015.

However, Actelion will spin off its drug-discovery operations into a separate company called R&D NewCo, in which J&J will initially hold a 16% stake, with an option to acquire another 16%. The Swiss biotech's chief executive Jean-Paul Clozel would serve as the spin-off's chief executive, while Jean-Pierre, Actelion's chairman, would be its chairman. At the same time, spinning out Actelion's R&D efforts allows Clozel to retain leadership over a pipeline Actelion valued more than J&J. Delinia's shareholders could see another $475 million in milestone payments as its molecules advance into the clinic.

The boards of directors of both companies approved the transaction, which is subject to customary closing conditions.

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The deal is expected to close by the end of the second quarter of 2017.

J&J is paying $280 a share in cash for Actelion, retaining the company's commercially available treatments for rare diseases such as an artery disorder known as pulmonary arterial hypertension, plus a handful of drugs in late-stage development.

Actelion shares surged 21 percent to 273.90 Swiss francs as of 12:54 p.m., after having climbed 68 percent since early November. However, Johnson & Johnson withdrew from the discussions in mid-December, and Sanofi approached Actelion about a deal. Shares in the business, which will be listed on the Six Swiss exchange, will be distributed to shareholders as a dividend.

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J&J will begin a tender offer to buy shares of Allschwil, Switzerland-based Actelion for $280 each in cash, the companies said in a statement Thursday.

And it fulfills Johnson & Johnson's CEO and chairman Alex Gorsky's desire to bolster shareholder value (while doing good). The American firm will retain the Swiss firm's commercially-marketed drugs, especially to treat hypertension apart from late stage compounds.

The Clozels and a team of scientists who split from Roche Holding AG founded Actelion about 20 years ago.

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Lazard, Citigroup, and law firms Cravath, Swaine & Moore; Homburger; and Sexton Riley are advising Johnson & Johnson, while Bank of America Merrill Lynch, Credit Suisse, and law firms Niederer Kraft & Frey; Wachtell, Lipton, Rosen & Katz; and Slaughter and May are advising Actelion. By using offshore cash to pay for the acquisition, J&J is also taking steps that might lower its future tax bills as Congress eyes an overhaul of the USA tax code.