Johnson & Johnson Publishes Prospectus for Actelion Tender Offer

Janssen Holding GmbH, a Swiss subsidiary of Johnson & Johnson (No. 8 on the DiversityInc Top 50 Companies list), has published the Offer Prospectus for its previously announced all-cash tender offer to acquire all of the outstanding shares of Actelion Ltd for $280 per share, payable in U.S. 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:

The tender offer is expected to commence on March 3, 2017 and is scheduled to expire at 10:00 a.m. Eastern Standard Time, 4:00 p.m. Central European 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.

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