Johnson & Johnson agreed to acquire Actelion Pharmaceuticals on January 26 for approximately $30 billion.
Johnson & Johnson has always been partial to a new biotech and under its buyout of Actelionannounced early this morning, it's creating another by spinning off the Swiss company's research ops. 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. J&J will initially hold 16 percent of the shares of R&D NewCo and will have rights to an additional 16 percent of its equity through a convertible note.
"In making this offer, Johnson & Johnson is recognizing all that has been created at Actelion during the last 20 years, and in particular the quality of our PAH franchise, the potential of our key marketed medicines and our promising late-stage development assets". News of the deal sent Actelion's stock price up 21 percent.
"We believe this transaction offers compelling value to both Johnson & Johnson and Actelion", said Johnson & Johnson CEO Alex Gorsky.
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.
Ultimately, J&J, which is grappling with new competition in the US for its top-selling drug, Remicade, was willing to get creative with the structure of the deal. That will happen, pending shareholder approval, just prior to the close, which is expected to be in the second quarter of 2017.
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Access to Actelion's drugs, which all treat life-threatening pulmonary arterial hypertension and bring in about $2 billion in annual revenue, will make J&J a leader in treating the disease and help it expand beyond autoimmune, heart and cancer drugs.
Actelion shares closed on Wednesday at 227.40 francs, after having climbed 68 per cent since early November. 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 US tax code.
J&J, which is the world's biggest healthcare group, is also funding a new research and development company headed by chief executive and founder Jean-Paul Clozel.
Meanwhile, the transaction deals a blow to Sanofi, which had also courted Actelion. The two companies will host a Webcast/conference call to discuss the acquisition at 8 a.m. ET today here.
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