Johnson & Johnson announces expected settlement of Actelion tender offer on June 16, 2017

(Thomson Reuters ONE) -
Actelion Pharmaceuticals Ltd /
Johnson & Johnson announces expected settlement of Actelion tender offer on June
16, 2017
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Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
Source: Globenewswire

* Announces receipt of all regulatory approvals required to complete
acquisition of Actelion

ALLSCHWIL/BASEL, SWITZERLAND - 09 June 2017 - Johnson & Johnson (NYSE:JNJ) today
announced that, with today's receipt of approval of the proposed acquisition of
Actelion Ltd (SIX: ATLN) from the European Commission (EC), all regulatory
approvals required to complete the transaction have been received. Johnson &
Johnson expects the settlement of the all-cash public tender offer by its Swiss
subsidiary, Janssen Holding GmbH, to acquire all publicly held shares of
Actelion Ltd for $280 per share, payable in U.S. dollars, on June 16, 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 ("Idorsia Ltd"). The shares of
Idorsia Ltd are expected to be distributed to Actelion's shareholders as a
dividend in kind and listed on the SIX Swiss Exchange on the day of the
settlement of the public tender offer. A Johnson & Johnson subsidiary will
initially hold 9.9 percent of the shares of Idorsia Ltd and has rights to
potentially increase up to 32 percent through a convertible note.

###

Notes to the editor

About Johnson & Johnson
Caring for the world, one person at a time, inspires and unites the people of
Johnson & Johnson. We embrace research and science - bringing innovative ideas,
products and services to advance the health and well-being of people. Our

approximately 130,800 employees at more than 250 Johnson & Johnson operating
companies work with partners in health care to touch the lives of over a billion
people every day, throughout the world.

About the Janssen Pharmaceutical Companies of Johnson & Johnson
At the Janssen Pharmaceutical Companies of Johnson & Johnson, we are working to
create a world without disease. Transforming lives by finding new and better
ways to prevent, intercept, treat and cure disease inspires us. We bring
together the best minds and pursue the most promising science. We are Janssen.
We collaborate with the world for the health of everyone in it. Learn more at
www.janssen.com. Follow us at www.twitter.com/JanssenUS and
www.twitter.com/JanssenGlobal.

About Actelion Ltd
Actelion Ltd is a leading biopharmaceutical company focused on the discovery,
development and commercialization of innovative drugs for diseases with
significant unmet medical need.

Actelion is a leader in the field of pulmonary arterial hypertension (PAH). Our
portfolio of PAH treatments covers the spectrum of disease, from WHO Functional
Class (FC) II through to FC IV, with oral, inhaled and intravenous medications.
Although not available in all countries, Actelion has treatments approved by
health authorities for a number of specialist diseases including Type 1 Gaucher
disease, Niemann-Pick type C disease, Digital Ulcers in patients suffering from
systemic sclerosis, and mycosis fungoides type cutaneous T-cell lymphoma.

Founded in late 1997, with now over 2,500 dedicated professionals covering all
key markets around the world including Europe, the US, Japan, China, Russia and
Mexico, Actelion has its corporate headquarters in Allschwil / Basel,
Switzerland. Actelion shares are traded on the SIX Swiss Exchange (ticker
symbol: ATLN). All trademarks are legally protected.

NOTE TO INVESTORS CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995 regarding the potential
transaction between Johnson & Johnson and Actelion Ltd. The reader is cautioned
not to rely on these forward-looking statements. These statements are based on
current expectations of future events. If underlying assumptions prove
inaccurate or known or unknown risks or uncertainties materialize, actual
results could vary materially from the expectations and projections of Johnson &
Johnson and Actelion. Risks and uncertainties include, but are not limited to:
the satisfaction of closing conditions for the transaction; the possibility that
the transaction will not be completed in the expected timeframe or at all; the
potential that the expected benefits and opportunities of the transaction, if
completed, may not be realized or may take longer to realize than expected;
challenges inherent in product research and development, including the
uncertainty of clinical success and obtaining regulatory approvals; uncertainty
of commercial success for new and existing products; economic conditions,
including currency exchange and interest rate fluctuations; competition,
including technological advances, new products and patents attained by
competitors; changes to applicable laws and regulations, including tax laws and
domestic and foreign health care reforms; adverse litigation or government
action; changes in behavior and spending patterns or financial distress of
purchasers of health care products and services; and trends toward health care
cost containment. In addition, if and when the transaction is consummated, there
will be risks and uncertainties related to the ability of the Johnson & Johnson
family of companies to successfully integrate the products, employees/operations
and clinical work of Actelion, as well as the ability to ensure continued
performance or market growth of Actelion's products. A further list and
description of these risks, uncertainties and other factors and the general
risks associated with the respective businesses of Johnson & Johnson and
Actelion can be found in Johnson & Johnson's publicly available filings with the
U.S. Securities and Exchange Commission, and Actelion's publicly available
filings on its website. Copies of these filings, as well as subsequent filings,
are available online at www.sec.gov, www.jnj.com, www.actelion.com or on request
from Johnson & Johnson or Actelion. Neither Johnson & Johnson nor Actelion
undertakes to update any forward-looking statement as a result of new
information or future events or developments.

IMPORTANT ADDITIONAL INFORMATION
This release is for informational purposes only and does not constitute, or form
part of, any offer or invitation to sell or issue, or any solicitation of any
offer, to purchase or subscribe for any registered shares in Actelion or
Actelion's ADSs, nor shall it form the basis of, or be relied on in connection
with, any contract there for. Shareholders of Actelion are urged to read the
offer documents which are or will be available at
http://www.investor.jnj.com/publictenderoffer.cfm.

OFFER RESTRICTIONS
The public tender (öffentliches Kaufangebot) offer described in the offer
prospectus (the Offer) is not being made and will not be made, directly or
indirectly, in any country or jurisdiction in which such an Offer would be
considered unlawful or otherwise violate any applicable laws or regulations, or
which would require Johnson & Johnson or any of its direct or indirect
subsidiaries to change or amend the terms or conditions of the Offer in any
material way, to make an additional filing with any governmental, regulatory or
other authority or take additional action in relation to the Offer. It is not
intended to extend the Offer to any such country or jurisdiction. Any such
documents relating to the Offer must neither be distributed in any such country
or jurisdiction nor be sent into such country or jurisdiction, and must not be
used for the purpose of soliciting the purchase of securities of Actelion by any
person or entity resident or incorporated in any such country or jurisdiction.

Notice to U.S. Holders
The Offer described in this communication is being made for the registered
shares of Actelion, a Swiss corporation (Aktiengesellschaft) whose shares are
listed on the SIX Swiss Exchange (SIX), and is subject to Swiss disclosure and
procedural requirements, which are different from those of the United States of
America (U.S.). The Offer is being made in the U.S. pursuant to Section 14(e)
of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as
amended (the U.S. Exchange Act), subject to the exemptions provided by Rule
14d-1 and Rule 14e-5 under the U.S. Exchange Act and any exemptions from such
requirements granted by the U.S. Securities and Exchange Commission (the SEC),
and otherwise in accordance with the requirements of Swiss law. Accordingly, the
Offer is subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, settlement procedures and timing of payments that
are different from those applicable under U.S. domestic tender offer procedures
and laws. U.S. holders of registered shares of Actelion (Actelion Shares) are
encouraged to consult with their legal, financial and tax advisors regarding the
Offer.

The shareholders of Actelion should review the offer prospectus (the Offer
Prospectus) and all other Offer documents carefully.

According to the laws of Switzerland, Actelion Shares tendered into the Offer
may generally not be withdrawn after they are tendered except under certain
circumstances, in particular if a competing offer for the Actelion Shares is
launched.

In accordance with the laws of Switzerland and subject to applicable regulatory
requirements, Johnson & Johnson and its subsidiaries and affiliates or their
respective nominees or brokers (acting as agents for Johnson & Johnson, its
subsidiaries or affiliates) may from time to time after the date of the Offer
Prospectus, and other than pursuant to the Offer, directly or indirectly,
purchase or arrange to purchase Actelion Shares or any securities that are
convertible into, exchangeable for or exercisable for Actelion Shares from
shareholders of Actelion who are willing to sell their Actelion Shares outside
the Offer from time to time, including purchases in the open market at
prevailing prices or in private transactions at negotiated prices, and shall
comply with applicable laws and regulations in Switzerland and applicable U.S.
securities regulation and pursuant to exemptive relief granted by the SEC from
Rule 14e-5 under the U.S. Exchange Act. Any such purchases will not be made at
prices higher than the offer price or on terms more favorable than those offered
pursuant to the Offer unless the offer price is increased accordingly. Any
information about such purchases or arrangements to purchase will be publicly
disclosed in the U.S. on Johnson & Johnson's website to the extent that such
information is made public in accordance with the applicable laws and
regulations of Switzerland. In addition, the financial advisor to Actelion and,
subject to applicable Swiss and U.S. regulation and pursuant to exemptive relief
granted by the SEC from Rule 14e-5 under the U.S. Exchange Act, the financial
advisor to Johnson & Johnson and its affiliates may also engage in ordinary
course trading activities in securities of Actelion, which may include purchases
or arrangements to purchase such securities.

It may be difficult for U.S. holders to enforce their rights and any claim
arising out of U.S. securities laws, since the Offeror and Actelion are located
in a non-U.S. jurisdiction, and some or all of their officers and directors may
be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a
non-U.S. company or its officers or directors in a U.S. or non-U.S. court for
violations of the U.S. securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S. court's
judgment.

The receipt of cash pursuant to the Offer by a U.S. holder of Actelion Shares
may be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local laws, as well as foreign and other tax laws. In
addition, the receipt of shares of Idorsia Ltd pursuant to the demerger
distribution by a U.S. holder of Actelion Shares may be taxable as a dividend
for U.S. federal income tax purposes and under applicable U.S. state and local
laws, as well as foreign and other tax laws. Each shareholder of Actelion is
urged to consult his or her independent professional advisor immediately
regarding the tax consequences of an acceptance of the Offer. Neither the SEC
nor any securities commission of any State of the U.S. has (a) approved or
disapproved of the Offer, (b) passed upon the merits or fairness of the Offer,
or (c) passed upon the adequacy or accuracy of the disclosure in the Offer
Prospectus. Any representation to the contrary is a criminal offence in the U.S.

American Depositary Shares and American Depositary Receipts
Johnson & Johnson, its subsidiaries and affiliates are aware that there are
"unsponsored" American Depositary Receipt Programs concerning Actelion Shares.
The Offer is not being made for American Depositary Shares representing Actelion
Shares (ADSs), nor for American Depositary Receipts evidencing such ADSs (ADRs).
However, the Offer is being made for the Actelion Shares that are represented by
the ADSs. Holders of ADSs and ADRs are encouraged to consult with the
appropriate depositary regarding the tender of Actelion Shares that are
represented by ADSs. Johnson & Johnson, its subsidiaries and affiliates are
unaware of whether any respective depositary will make arrangements to tender
the underlying Actelion Shares into the Offer on behalf of holders of ADSs or
ADRs.

Holders of ADSs may present their ADSs to the appropriate depositary for
cancellation and (upon compliance with the terms of the deposit agreements
relating to the "unsponsored" American Depositary Receipt Program concerning
Actelion Shares, including payment of the depositary's fees and any applicable
transfer fees, taxes and governmental charges) delivery of Actelion Shares to
them, in order to become shareholders of Actelion. The Offer may then be
accepted in accordance with its terms for the Actelion Shares delivered to
holders of ADSs upon such cancellation. Holders of ADSs should be aware,
however, that in order to tender in this manner, they may need to have an
account in Switzerland into which the Actelion Shares can be delivered.

Press release PDF:
http://hugin.info/131801/R/2112237/803358.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

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Bereitgestellt von Benutzer: hugin
Datum: 09.06.2017 - 17:38 Uhr
Sprache: Deutsch
News-ID 1498495
Anzahl Zeichen: 17058

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Wirtschaft (allg.)

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