Actelion: Cash offer by Johnson & Johnson and demerger of R&D operations

Niederer Kraft & Frey, Slaughter and May, and Wachtell, Lipton, Rosen & Katz represented Actelion on its transaction with Johnson & Johnson announced today.

The transaction involves the following inter-conditional elements:

• a tender offer by Johnson & Johnson for Actelion at a price of USD 280 per share, valuing Actelion at USD 30 billion (CHF 30 billion).
• the creation by way of demerger from Actelion of a new R&D biotech company.  This new company will hold Actelion's drug discovery operations along with the majority of its clinical pipeline and have net cash funding of CHF 1 billion.  It will be listed on the SIX Swiss Exchange and will be owned by existing Actelion shareholders, with Johnson & Johnson taking an initial 16% holding, with the possibility to rise to 32%.
• royalty arrangements under which the new R&D biotech company will have an income stream from sales of ponesimod and cadazolid, two phase III products owned by Actelion, once these compounds are commercialised.
• a collaboration agreement between the new R&D biotech company and Actelion/Johnson & Johnson in relation to ACT-'577, Actelion's compound for resistant hypertension which is currently in Phase II.

The transaction is conditional on various matters, including certain anti-trust clearances.  It is expected to close by the end of Q2 2017.

The integrated legal team was led by Philipp Haas and Ulysses von Salis,alongsideSimon NichollsandDavid Johnson and Dan Neff and Greg Ostling

The wider teams also included:

Niederer Kraft &amp Frey: Thomas Broennimann,Bertrand Schott,Moritz Maurer,Deirdre Ni Annrachain,Julia TolstovaChristina DelVecchioDaniela Schmucki,Thomas Graf,Rashid GhaziLaurence UttingerNicolas BirkhäuserClara-Ann Gordon

Slaughter and May: Susannah Macknay,Rob Innes,Harry Hecht,Anthony Doolittle,Claire Jackson,Henry HerbertSusie Middlemiss,Richard McDonnellJeanette Zaman,Tom WindsorLisa Wright,Susan Zhuang,Andrew Gilbert

Wachtell, Lipton, Rosen &amp Katz: John Robinson,Jillian Colbert AlsheimerFranco CastelliGreg PessinAdam Shapiro,Katherine O'NeillEiko Stange,Sehj Vather