J&J Calls Actelion Tender Offer Successful

04.04.2017 -

Based on interim results of its $280 per share tender offer for all publicly held shares of Swiss  biopharmaceuticals company Actelion, US healthcare giant Johnson & Johnson has declared the offer carried out through its Swiss subsidiary Janssen Holding a success.

The main offer period ended on Mar. 30, with 73.25% of the 107,339,642 shares covered by the offer tendered. Altogether, shares corresponding to 77.20% of the voting rights and the share capital of Actelion are now held by New Jersey-based J&J. The additional acceptance period of ten trading days on the Swiss stock exchange SIX will begin on Ap. 6 and expire on April 21, the company said.

J&J has announced also that the applicable waiting periods under the amended Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the proposed acquisition have either expired or been terminated early. The Japan Fair Trade Commission and the Israeli Antitrust Authority have already cleared the deal, which is expected to close in the second quarter following all approvals. A prerequisite for the acquisition to go ahead was that 67% of share capital agreed to tender.

Previously announced terms call for Actelion to spin off its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharmaceutical firm called Idorsia and headed by Actelion founder Jean-Pierre Garnier as CEO. Shares in Idorsia are to be distributed to Actelion's shareholders as a dividend. J&J will initially take a minority stake of 16% in the research spinoff, with the right to acquire an additional 16% later, through a convertible note.

The US company is said to be paying more than 21 times Actelion’s estimated 2020 per-share earnings, which has led some analysts to declare the takeover too expensive. The transaction is taking place under the shadow of a proposal by the new US administration to rewrite the US tax code to induce American companies to repatriate untaxed offshore funds at reduced rates. Earlier reports suggested that J&J may hold as much as $42 billion in cash overseas.