Johnson & Johnson Publishes Prospectus for Actelion Tender Offer

The tender offer is expected to commence on March 3.

REUTERS

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: http://www.investor.jnj.com/publictenderoffer.cfm.


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.

Johnson & Johnson Announces Acceptance of Binding Offer From Platinum Equity To Acquire LifeScan, Inc.

LifeScan, Inc. is a world leader in blood glucose monitoring and maker of the OneTouch® brand of products.

REUTERS

Originally Published by Johnson & Johnson.

Johnson & Johnson announced that it has accepted the binding offer from Platinum Equity, previously announced on March 16, 2018, to acquire its LifeScan business for approximately $2.1 billion. LifeScan, Inc. is a world leader in blood glucose monitoring and maker of the OneTouch® brand of products.

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Johnson & Johnson Announces Progress Toward Health for Humanity Goals

Annual Health for Humanity Report Discloses Progress on Global Commitments and Highlights Key Achievements Toward Eradicating and Preventing Disease, Reimagining Care Delivery and Promoting Lifelong Health

REUTERS

Originally Published by Johnson & Johnson.

Johnson & Johnson today released its 2017 Health for Humanity Report, demonstrating its approach and the considerable progress it has made toward an ambitious social, environmental and governance commitment to advance the Company's mission to drive better health for all.

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Johnson & Johnson: New Study Is First to Find Short, Intensive Workplace Wellness Intervention Provided Improvements in Employee Vitality and Purpose in Life

2.5-day behavioral intervention was associated with statistically significant sustained improvements in quality of life and wellbeing

REUTERS

Originally Published by Johnson & Johnson.

A new study published in the American Journal of Health Promotion is the first to demonstrate that a short, intensive workplace wellness intervention can produce sustained improvements in wellbeing. Specifically, the study found that a 2.5-day intervention led to sustained improvements in employee vitality (energy levels) and purpose in life, two important components of wellbeing, over a period of six months. There have been studies on the value and importance of these components, but this is the first study to demonstrate they can be improved through a workplace wellness intervention. The study was led by nutrition scientists at Tufts University, with contributions from two additional authors from Johnson & Johnson Health and Wellness Solutions.

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Originally Published by National Organization on Disability.

On November 1st, the National Organization on Disability held our Corporate Leadership Council Fall Luncheon and Roundtable. Hosted at Sony's New York offices, the event centered on the topic of mental health in the workplace.

Members of our Board of Directors and executives from nearly 40 companies held a candid conversation, heard from business leaders, and participated in an insightful Q&A where successful strategies were discussed to accommodate and support employees with mental illness in the workplace.

"Mental illness is the single biggest cause of disability worldwide," said Craig Kramer, a panelist at the event and Chair of Johnson & Johnson's Global Campaign on Mental Health. "One out of four people will have a clinically diagnosable mental illness at some point in their lives," he continued. Another 20 to 25% of the population will be caregivers to loved ones with a mental illness.

The costs are staggering. "In the coming decades, mental illness will account for more than half of the economic burden of all chronic diseases, more than cancer, diabetes, and chronic respiratory diseases combined…. It's trillions of dollars," said Kramer.

From an employer's perspective, the need for a successful strategy to deal with mental illness in the workplace is clear. But what are the most effective ways to confront this challenge? Roundtable participants discussed a wide range of ideas and success stories aimed at de-stigmatizing mental health and incorporating the issue into wider conversations around talent, productivity, and inclusion.

6 KEY TAKEAWAYS ON MENTAL HEALTH IN THE WORKPLACE:

  1. Be empathetic. "The most important workplace practice [with respect to mental health] is empathy," said NOD President Carol Glazer. Empathy is critical for normalizing conversations about mental health, but also for maximizing productivity. "A feeling of psychological safety is important," said Lori Golden, a panelist and Abilities Strategy Leader for Ernst & Young; and this sense of safety requires the empathy of colleagues to flourish.
  2. Tell stories. "Nothing is more activating of empathy than for people to share their powerful stories," said Dr. Ronald Copeland, NOD Board member and Senior Vice President of National Diversity and Inclusion Strategy and Policy and Chief Diversity and Inclusion Officer for Kaiser Permanente. Copeland's organization partners with the renowned nonprofit, Story Corps, to capture the stories of Kaiser Permanente employees, and also provides a platform on the company intranet for employees to communicate in a safe space. Both Craig Kramer and Lori Golden also shared examples of how their companies provide opportunities to share their stories and "start the conversation, break the silence," as Kramer put it.
  3. Model from the top. Carol Glazer received a standing ovation at the luncheon for her account of her own experiences with Post-Traumatic Stress Disorder (PTSD). This type of executive-level modeling sends a powerful message that a company is committed to improving mental health for all employees. Lori Golden shared how EY had experienced great success with a program where top-level managers host office-specific events and share stories of mental illness or addiction that they are personally connected to – either about their colleagues or loved ones or, in a surprisingly high number of instances, about themselves. Senior leadership setting the example conveys that this is a forum in which employees can feel comfortable sharing.
  4. Communicate peer-to-peer. "We all know that there's greater trust of our own peers than there is of the organization," said Lori Golden. So to build trust, EY "took it to the grass roots," creating formal opportunities for employees to have conversations about mental health and asking other ERGs to co-sponsor these events. Craig Kramer also noted that Johnson & Johnson had simply folded mental health issues into their global disability ERGs, eventually building the world's second-largest mental health ERG by piggy-backing on existing infrastructure and leveraging existing connections.
  5. Be flexible. Accommodating [the fact that people live busy, complex lives] gets you better buy-in…and keeps production pretty high," suggested Dr. Copeland. A representative from one Council company concurred, explaining how their company has recently instituted a new policy of paid time off for caregivers on top of federally-funded leave. "Being in a culture in which we measure what you produce and not whether you show up in person all day, every day, and where if you can't be there, you negotiate how the deliverables will get done and in what time frame…is immensely helpful to people who themselves have mental illness issues or addiction or are caring for those who do and may need some flexibility," summarized Lori Golden.
  6. Build a trustworthy Employee Action Plan. Many employees do not access or even trust their organization's internal resources. According to Craig Kramer, the percentage of calls placed to most company Employee Action Plans (EAPs) regarding mental health is "in the low single digits," while "if you look at your drug spend, you'll find that around 50% is [related to] mental health." The people answering those calls must be trained in mental health issues, and employees also need to be assured that EAPs are truly confidential.

While revealing and accommodating mental illness remains a massive challenge in the workplace and beyond, a number of successful strategies are emerging for tackling this challenge – many of them pioneered by companies in NOD's Corporate Leadership Council.

Starbucks’ Optional Diversity Training Empowers People like Roseanne

Clearly communicated policies and values build corporate diversity success — treating people right is not an option for a well-run company.

Luke Visconti is the founder and CEO of DiversityInc. Although the title of his column is meant to be humorous, the issues he addresses and the answers he gives to questions are serious — and based on his 18 years of experience publishing DiversityInc.

By making yesterday's diversity training optional, Starbucks revealed top management indecision about its own principles and how to treat customers.

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