Johnson & Johnson Completes Acquisition Of Actelion

Published: Jun 16, 2017

ALLSCHWIL/BASEL, SWITZERLAND - 16 June 2017 - Actelion Ltd (SIX: ATLN) today announced the completion of the acquisition of Actelion Ltd by Johnson & Johnson for a total purchase price of approximately $30 billion in cash. The acquisition was completed through an all-cash public tender offer by Johnson & Johnson's Swiss subsidiary, Janssen Holding GmbH, to acquire all publicly held shares of Actelion Ltd for $280 per share, payable in U.S. dollars. Actelion will now become part of the Janssen Pharmaceutical Companies of Johnson & Johnson.

In connection with the completion of the public tender offer, Actelion has spun off its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharmaceutical company, Idorsia Ltd (SIX:IDIA). Shares of Idorsia were distributed to Actelion's shareholders as a stock dividend and will begin trading on the SIX Swiss Exchange today. As previously announced, a subsidiary of Johnson & Johnson will initially hold 9.9 percent of the shares of Idorsia and, subject to certain limitations, will have the right to an additional 22.1 percent of Idorsia's outstanding equity through a convertible note. A subsidiary of Johnson & Johnson also has an option on ACT-132577, a compound in development for resistant hypertension for which the phase 2 clinical results were recently announced. Together, these agreements with Idorsia provide Johnson & Johnson with additional sources of innovation and value.

As of today, Actelion's new Board members Ludo Ooms (Chairman), Julian Bertschinger, Claudio Cescato, Pascal Hoorn and Andrea Ostinelli, who were elected at the Annual General Meeting of Actelion's shareholders on 5 April 2017 (AGM 2017) with effect from the date of completion of the public tender offer, assume their office. All incumbent members of Actelion's Board (Jean-Pierre Garnier, Jean-Paul Clozel, Juhani Anttila, Robert J. Bertolini, John J. Greisch, Peter Gruss, Michael Jacobi, Jean Malo, David Stout and Herna Verhagen) had only been elected at the AGM 2017 for a term of office until the date of completion of the public tender offer and will, thus, leave Actelion as of today.

Immediately following the completion of the public tender offer, Actelion will file petitions with SIX Swiss Exchange for the de-listing of the Actelion shares from SIX Swiss Exchange and for exemptions from certain disclosure obligations under the Listing Rules of SIX Swiss Exchange until the date of de-listing of the Actelion shares. In addition, Actelion has been informed that Johnson & Johnson plans to initiate a squeeze-out of the outstanding publicly held Actelion shares in accordance with applicable law immediately following the completion of the public tender offer. Johnson & Johnson's intention regarding these actions had been disclosed and announced in its public tender offer documents.

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NOTES TO EDITORS

About Johnson & Johnson

Caring for the world, one person at a time, inspires and unites the people of Johnson & Johnson. We embrace research and science - bringing innovative ideas, products and services to advance the health and well-being of people. Our approximately 130,800 employees at more than 250 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

In June 2017, Actelion became part of the Janssen Pharmaceutical Companies of Johnson & Johnson. Actelion's medicines help expand and strengthen Janssen's portfolio with leading, differentiated in-market medicines and promising late-stage compounds. Janssen has added Pulmonary Hypertension as a therapeutic area of focus to maintain the leadership position Actelion has built in this important disease area.
Actelion shares are traded on the SIX Swiss Exchange (ticker symbol: ATLN). All trademarks are legally protected.

For further information please contact:
Investor Relations - Actelion Pharmaceuticals Ltd
+41 61 565 6565
www.actelion.com

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 acquisition of 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. Risks and uncertainties include, but are not limited to: 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; the potential that the expected benefits and opportunities of the transaction 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; competition, including technological advances, new products and patents attained by competitors; adverse litigation or government action; challenges to patents; changes to applicable laws and regulations, including domestic and foreign health care reforms; changes in behavior and spending patterns or financial distress of purchasers of health care products and services; manufacturing difficulties and delays; product efficacy or safety concerns resulting in product recalls or regulatory action; and trends toward health care cost containment. 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. Johnson & Johnson does not undertake to update any forward-looking statement as a result of new information or future events or developments.

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