Johnson & Johnson publishes prospectus for Actelion tender offer
(Thomson Reuters ONE) -
Actelion Pharmaceuticals Ltd /
Johnson & Johnson publishes prospectus for Actelion tender offer
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The issuer is solely responsible for the content of this announcement.
ALLSCHWIL/BASEL, SWITZERLAND - 16 February 2017 - Actelion Ltd (SIX: ATLN) today
announced that Janssen Holding GmbH, a Swiss subsidiary of Johnson & Johnson
(NYSE:JNJ), has published the Offer Prospectus for its previously announced all-
cash tender offer to acquire all of the outstanding shares of Actelion for 280
US dollars per share, payable in US dollars, which equates to CHF 280.08 per
share as of January 25, 2017, the trading day preceding the announcement of the
transaction. The Offer Prospectus is available at:
http://www.investor.jnj.com/publictenderoffer.cfm
The tender offer is expected to commence on March 3, 2017 and is scheduled to
expire at 16:00 hrs Central European Time,10:00 hrs Eastern Standard Time, on
March 30, 2017. The tender offer will be open for an initial period of 20
trading days. Johnson & Johnson may extend the main offer period once or several
times to a maximum of 40 trading days. The settlement of the tender offer is
subject to regulatory approvals and other customary conditions, including the
tender of at least 67 percent of all Actelion shares that are issued and
outstanding at the end of the offer period.
As previously announced, as part of the transaction, immediately prior to the
settlement of the tender offer, which is expected to occur by the end of the
second quarter of 2017, Actelion will spin out its drug discovery operations and
early-stage clinical development assets into a newly created Swiss
biopharmaceutical company ("R&D NewCo"). The shares of R&D NewCo, which will be
listed on the SIX Swiss Exchange (SIX), will be distributed to Actelion's
shareholders as a stock dividend immediately prior to settlement of the tender
offer. Johnson & Johnson will initially hold 16 percent of the shares of R&D
NewCo and have rights to an additional 16 percent of R&D NewCo equity through a
convertible note. The offer price will not be reduced as a result of the
distribution of the shares of R&D NewCo.
Private investors who hold up to 1,000 Actelion shares in a securities account
with a custodian bank in Switzerland, and who tender them into the public tender
offer, will have the opportunity to elect to receive the USD offer price for
their tendered Actelion shares in Swiss francs as further described in the Offer
Prospectus.
The Actelion board of directors has come to the unanimous conclusion that the
offer is in the best interests of Actelion and its shareholders and that the
offer price is fair and adequate. The board of directors therefore recommends to
the shareholders of Actelion to accept the offer. A report from the Board of
Directors and the independent Fairness Opinion are available at:
https://www.actelion.com/en/investors/proposed-transaction/index.page
GENERAL MEETING OF SHAREHOLDERS
The next General Meeting of Shareholders to approve the Business Report of the
year ending 31 December 2016, and certain terms of the proposed transaction, is
expected to be held on 05 April, 2017.
Shareholders holding more than CHF 1,000,000 nominal value of shares, being
entitled to add items to the agenda of the general meeting of shareholders, are
invited to send in proposals, if any, to Actelion Ltd, attention Corporate
Secretary, Gewerbestrasse 16, CH-4123 Allschwil, to arrive no later than 1 March
2017. Any proposal received after the deadline will be disregarded.
In order to attend and vote at the General Meeting of Shareholders, shareholders
must be registered in the company's shareholder register by 12:00 hrs CET on 31
March, 2017, at the latest.
###
NOTES TO THE EDITOR
ABOUT JOHNSON & JOHNSON
Caring for the world, one person at a time, inspires and unites the people of
Johnson & Johnson. Johnson & Johnson embraces research and science - bringing
innovative ideas, products and services to advance the health and well-being of
people. Johnson & Johnson's approximately 126,400 employees, at more than 230
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 needs.
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 2,600 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) as
part of the Swiss blue-chip index SMI (Swiss Market Index SMI(®)). All
trademarks are legally protected by their respective owners.
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, including clearance
by relevant merger control authorities and the receipt of regulatory approvals
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
The public tender offer described herein has not yet commenced. 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. At the time the public tender offer is commenced, shareholders of
Actelion are urged to read the offer documents which are 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. The Offer may not be
accepted before expiration of a cooling-off period of ten (10) trading days (if
not extended by the Swiss Takeover Board), which will run from the trading day
immediately after the publication date of the Offer Prospectus.
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 R&D NewCo 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.
For further information please contact:
Andrew Weiss
Senior Vice President, Head of Investor Relations & Corporate Communications
Actelion Pharmaceuticals Ltd, Gewerbestrasse 16, CH-4123 Allschwil
+41 61 565 62 62
www.actelion.com
The above information contains certain "forward-looking statements", relating to
the company's business, which can be identified by the use of forward-looking
terminology such as "estimates", "believes", "expects", "may", "are expected
to", "will", "will continue", "should", "would be", "seeks", "pending" or
"anticipates" or similar expressions, or by discussions of strategy, plans or
intentions. Such statements include descriptions of the company's investment and
research and development programs and anticipated expenditures in connection
therewith, descriptions of new products expected to be introduced by the company
and anticipated customer demand for such products and products in the company's
existing portfolio. Such statements reflect the current views of the company
with respect to future events and are subject to certain risks, uncertainties
and assumptions. Many factors could cause the actual results, performance or
achievements of the company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward-
looking statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated or expected.
Press release PDF:
http://hugin.info/131801/R/2079100/782743.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
Unternehmensinformation / Kurzprofil:
Datum: 16.02.2017 - 07:00 Uhr
Sprache: Deutsch
News-ID 524551
Anzahl Zeichen: 22023
contact information:
Town:
Allschwil
Kategorie:
Business News
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