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.