J&J said Actelion’s differentiated, innovative products for pulmonary arterial hypertension (PAH) are highly complementary to the portfolio of the Janssen Pharmaceutical Companies of Johnson & Johnson. The company also noted that the addition of Actelion’s specialty in-market medicines and late-stage products is in line with its efforts to grow in attractive and complementary therapeutic areas and serve patients with serious illnesses and significant unmet medical needs.
As part of the transaction, Actelion is slated to spin out its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharma company, dubbed R&D NewCo. The shares of R&D NewCo, to be listed on the SIX Swiss Exchange (SIX), will be distributed to Actelion shareholders as a stock dividend on closing of the tender offer. J&J will initially hold 16% of the shares of R&D NewCo and have rights to another 16% of R&D NewCo equity via a convertible note. J&J will also receive an option on ACT-132577, a product in R&D NewCo being developed for resistant hypertension that’s currently in phase two clinical development.
Plans call for R&D NewCo to be led by Actelion’s current scientific team, with Actelion founding member and chief executive officer Jean-Paul Clozel serving as the new company’s CEO and Actelion chairman Jean Pierre Garnier serving as R&D NewCo chairman.
“We believe this transaction offers compelling value to both Johnson & Johnson and Actelion shareholders,” stated Alex Gorsky, chairman and CEO of Johnson & Johnson. “Actelion has built an attractive, growing business with world-class commercial and clinical development capabilities. Adding Actelion’s portfolio to our already strong Janssen Pharmaceuticals business is a unique opportunity for us to expand our portfolio with leading, differentiated in-market medicines and promising late-stage products. We expect to leverage our established global presence and commercial strength to accelerate growth and patient access to these important therapies. Further, we believe R&D NewCo will be strongly positioned to continue Actelion’s legacy of innovation and look forward to collaborating on the development of cutting-edge new therapies.”
J&J has offered to pay $280 per share for Actelion. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close by the end of the second quarter, pending shareholder and other customary closing conditions.
“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,” Clozel commented. “The newly created R&D company allows us to continue with our successful culture of innovation. It is enormously exciting to continue to develop new and differentiated products, in multiple therapeutic areas, to improve the lives of patients.”