Halister News

(Bloomberg) -- J&J agrees to 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, equates to CHF280.08/share as of Jan. 25.

• Transaction, which was unanimously approved by the Boards of Directors of both companies, is expected to be immediately accretive to J&J adjusted EPS and accelerate J&J revenue and earnings growth rates
• J&J will fund the transaction with cash held outside the U.S.
• 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 ("R&D NewCo")
  • Shares of R&D NewCo, which will be listed on SIX, will be distributed to Actelion’s shareholders as a stock dividend upon closing of the tender
  • Johnson & Johnson will initially hold 16% of the shares of R&D NewCo and have rights to an additional 16% of R&D NewCo equity through a convertible note
• Statement:Link