Swiss biotech company Actelion said on Thursday it had agreed to be purchased by Johnson & Johnson in a $30 billion all-cash deal, following weeks of speculation a deal was imminent.
The offer to acquire all of the outstanding shares of Actelion (ALIOF) for $280 per share, payable in U.S. dollars, was unanimously approved by the boards of directors of both companies, Actelion and Johnson & Johnson said in a joint statement.
The offer represented a 23% premium to Actelion’s closing price on Wednesday of 227.4 Swiss francs.
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Actelion has been the subject of takeover speculation for weeks after J&J (JNJ) launched and then halted discussions with the Swiss company. French drugmaker Sanofi (SNYNF), had also been interested sources said, but was sidelined after Johnson & Johnson returned, and began exclusive negotiations in December.
Acquiring the Swiss biotech firm would boost J&J’s drug pipeline and diversify its prospects. J&J’s biggest product, the arthritis drug Remicade, faces cheaper competition from Pfizer .
J&J said it expected the transaction to be immediately accretive to its adjusted earnings per share and accelerate its revenue and earnings growth rates. It will fund the transaction with cash held outside the United States.
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“We believe this transaction offers compelling value to both Johnson & Johnson and Actelion shareholders,” Alex Gorsky, chairman and chief executive officer of Johnson & Johnson, said in the statement.
Actelion will spin out its research and development unit into a standalone company based and listed in Switzerland, under the name of R&D NewCo and led by Actelion founder and current CEO Jean-Paul Clozel, the companies said.
The shares of R&D NewCo will be distributed to Actelion’s shareholders as a stock dividend upon closing of the tender.
J&J will initially hold a 16% stake in R&D NewCo and will have rights to an additional 16% of the company’s equity through a convertible note. It will also receive an option on ACT-132577, a product within R&D NewCo being developed for resistant hypertension currently in phase 2 clinical development.
J&J said it expected to retain Actelion’s presence in Switzerland.
