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Publication of the definitive notice of the end result of Actelion tender offer | ||
By: Nasdaq / GlobeNewswire - 27 Apr 2017 | Back to overview list |
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ALLSCHWIL, SWITZERLAND - 27 April 2017 - Actelion Ltd (SIX: ATLN) today announced that Janssen Holding GmbH, a Swiss subsidiary of Johnson & Johnson, published the definitive notice of the end result of its all-cash public tender offer in Switzerland to acquire all publicly held shares of Actelion Ltd for $280 per share, payable in US dollars, per the offer prospectus of February 16, 2017. At the expiration of the additional acceptance period on April 21, 2017, 16:00 hrs CEST, a total of 99,303,760 Actelion shares were tendered, corresponding to 92.51% of the 107,339,642 Actelion shares covered by the tender offer. Including the Actelion shares tendered, Janssen and Actelion, a person acting in concert with Janssen, held as of the end of the additional acceptance period 100,665,760 Actelion shares, corresponding to 92.62% of the voting rights and the share capital of Actelion (including the Actelion shares issued until the end of the additional acceptance period out of Actelion's conditional capital due to the exercise of awards under Actelion's equity plans). According to SIX Swiss Exchange's media release of April 24, 2017, Actelion will be excluded from the SMI ® blue-chip index with effect from May 3, 2017. Based on the current understanding of the regulatory approval proceedings in different jurisdictions, the settlement of the tender offer is expected to occur, subject to the satisfaction of all relevant conditions to the tender offer, including regulatory approvals, towards the end of the second quarter of 2017. As previously announced, as part of the transaction, Actelion will spin out its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharmaceutical company, Idorsia Ltd. The shares of Idorsia are expected to be distributed to Actelion's shareholders as a dividend in kind and listed on the SIX Swiss Exchange on the day of the settlement of the tender offer. An affiliate of Janssen Holding GmbH will initially hold 16 percent of the shares of Idorsia Ltd and have rights to potentially increase to 32 percent through a convertible note. ### NOTES TO THE EDITOR
ABOUT ACTELION LTD
Actelion is a leader in the field of pulmonary arterial hypertension (PAH). Our portfolio of PAH treatments covers the spectrum of disease, from WHO Functional Class (FC) II through to FC IV, with oral, inhaled and intravenous medications. Although not available in all countries, Actelion has treatments approved by health authorities for a number of specialist diseases including Type 1 Gaucher disease, Niemann-Pick type C disease, Digital Ulcers in patients suffering from systemic sclerosis, and mycosis fungoides type cutaneous T-cell lymphoma. Founded in late 1997, with now over 2,500 dedicated professionals covering all key markets around the world including Europe, the US, Japan, China, Russia and Mexico, Actelion has its corporate headquarters in Allschwil / Basel, Switzerland. Actelion shares are currently traded on the SIX Swiss Exchange (ticker symbol: ATLN) as part of the Swiss blue-chip index SMI (Swiss Market Index SMI ® ). All trademarks are legally protected.
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NOTE TO INVESTORS CONCERNING FORWARD-LOOKING STATEMENTS
IMPORTANT ADDITIONAL INFORMATION
OFFER RESTRICTIONS
NOTICE TO U.S. HOLDERS
The shareholders of Actelion should review the offer prospectus (the Offer Prospectus) and all other Offer documents carefully. According to the laws of Switzerland, Actelion Shares tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular if a competing offer for the Actelion Shares is launched.
In accordance with the laws of Switzerland and subject to applicable regulatory requirements, Johnson & Johnson and its subsidiaries and affiliates or their respective nominees or brokers (acting as agents for Johnson & Johnson, its subsidiaries or affiliates) may from time to time after the date of the Offer Prospectus, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase Actelion Shares or any securities that are convertible into, exchangeable for or exercisable for Actelion Shares from shareholders of Actelion who are willing to sell their Actelion Shares outside the Offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities regulation and pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the U.S. Exchange Act. Any such purchases will not be made at prices higher than the offer price or on terms more favorable than those offered pursuant to the Offer unless the offer price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on Johnson & Johnson's website to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland. In addition, the financial advisor to Actelion and, subject to applicable Swiss and U.S. regulation and pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the U.S. Exchange Act, the financial advisor to Johnson & Johnson and its affiliates may also engage in ordinary course trading activities in securities of Actelion, which may include purchases or arrangements to purchase such securities.
The receipt of cash pursuant to the Offer by a U.S. holder of Actelion Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. In addition, the receipt of shares of Idorsia Ltd pursuant to the demerger distribution by a U.S. holder of Actelion Shares may be taxable as a dividend for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each shareholder of Actelion is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer. Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer, (b) passed upon the merits or fairness of the Offer, or (c) passed upon the adequacy or accuracy of the disclosure in the Offer Prospectus. Any representation to the contrary is a criminal offence in the U.S.
AMERICAN DEPOSITARY SHARES AND AMERICAN DEPOSITARY RECEIPTS
Holders of ADSs may present their ADSs to the appropriate depositary for cancellation and (upon compliance with the terms of the deposit agreements relating to the "unsponsored" American Depositary Receipt Program concerning Actelion Shares, including payment of the depositary's fees and any applicable transfer fees, taxes and governmental charges) delivery of Actelion Shares to them, in order to become shareholders of Actelion. The Offer may then be accepted in accordance with its terms for the Actelion Shares delivered to holders of ADSs upon such cancellation. Holders of ADSs should be aware, however, that in order to tender in this manner, they may need to have an account in Switzerland into which the Actelion Shares can be delivered.
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Actelion Pharmaceuticals Ltd via GlobeNewswire
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