GNW-News: Publication of the definitive notice of the end result of Actelion tender offer

Publication of the definitive notice of the end result of Actelion tender offer

Actelion Pharmaceuticals Ltd /

Publication of the definitive notice of the end result of Actelion tender offer

. Verarbeitet und übermittelt durch Nasdaq Corporate Solutions.

Für den Inhalt der Mitteilung ist der Emittent verantwortlich.

Source: Globenewswire

* Transaction remains on track to close towards the end of the second quarter

of 2017

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 Ltd. is a leading biopharmaceutical company focused on the discovery,

development and commercialization of innovative drugs for diseases with

significant unmet medical need.

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.

For further information please contact:

Andrew C. Weiss

Senior Vice President, Head of Investor Relations & Corporate Communications

Actelion Pharmaceuticals Ltd, Gewerbestrasse 16, CH-4123 Allschwil

+41 61 565 62 62

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 potential

transaction between Johnson & Johnson and 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 and Actelion. Risks and uncertainties include, but are not limited to:

the satisfaction of closing conditions for the transaction, including clearance

by relevant merger control authorities and the receipt of regulatory approvals

for the transaction; the possibility that the transaction will not be completed

in the expected timeframe or at all; the potential that the expected benefits

and opportunities of the transaction, if completed, 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; economic conditions, including currency exchange and interest rate

fluctuations; competition, including technological advances, new products and

patents attained by competitors; changes to applicable laws and regulations,

including tax laws and domestic and foreign health care reforms; adverse

litigation or government action; changes in behavior and spending patterns or

financial distress of purchasers of health care products and services; and

trends toward health care cost containment. In addition, if and when the

transaction is consummated, there will be 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.

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 or Actelion. Neither

Johnson & Johnson nor Actelion undertakes to update any forward-looking

statement as a result of new information or future events or developments.

IMPORTANT ADDITIONAL INFORMATION

This release is for informational purposes only and does not constitute, or form

part of, any offer or invitation to sell or issue, or any solicitation of any

offer, to purchase or subscribe for any registered shares in Actelion or

Actelion's ADSs, nor shall it form the basis of, or be relied on in connection

with, any contract there for.  Shareholders of Actelion are urged to read the

offer documents which are or will be available at

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

OFFER RESTRICTIONS

The public tender (öffentliches Kaufangebot) offer described in the offer

prospectus (the Offer) is not being made and will not be made, directly or

indirectly, in any country or jurisdiction in which such an Offer would be

considered unlawful or otherwise violate any applicable laws or regulations, or

which would require Johnson & Johnson or any of its direct or indirect

subsidiaries to change or amend the terms or conditions of the Offer in any

material way, to make an additional filing with any governmental, regulatory or

other authority or take additional action in relation to the Offer. It is not

intended to extend the Offer to any such country or jurisdiction. Any such

documents relating to the Offer must neither be distributed in any such country

or jurisdiction nor be sent into such country or jurisdiction, and must not be

used for the purpose of soliciting the purchase of securities of Actelion by any

person or entity resident or incorporated in any such country or jurisdiction.

NOTICE TO U.S. HOLDERS

The Offer described in this communication is being made for the registered

shares of Actelion, a Swiss corporation (Aktiengesellschaft) whose shares are

listed on the SIX Swiss Exchange (SIX), and is subject to Swiss disclosure and

procedural requirements, which are different from those of the United States of

America (U.S.). The Offer is being made in the U.S. pursuant to Section 14(e)

of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as

amended (the U.S. Exchange Act), subject to the exemptions provided by Rule

14d-1 and Rule 14e-5 under the U.S. Exchange Act and any exemptions from such

requirements granted by the U.S. Securities and Exchange Commission (the SEC),

and otherwise in accordance with the requirements of Swiss law. Accordingly, the

Offer is subject to disclosure and other procedural requirements, including with

respect to withdrawal rights, settlement procedures and timing of payments that

are different from those applicable under U.S. domestic tender offer procedures

and laws. U.S. holders of registered shares of Actelion (Actelion Shares) are

encouraged to consult with their legal, financial and tax advisors regarding the

Offer.

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.

It may be difficult for U.S. holders to enforce their rights and any claim

arising out of U.S. securities laws, since the Offeror and Actelion are located

in a non-U.S. jurisdiction, and some or all of their officers and directors may

be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a

non-U.S. company or its officers or directors in a U.S. or non-U.S. court for

violations of the U.S. securities laws. Further, it may be difficult to compel a

non-U.S. company and its affiliates to subject themselves to a U.S. court's

judgment.

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

Johnson & Johnson, its subsidiaries and affiliates are aware that there are

"unsponsored" American Depositary Receipt Programs concerning Actelion Shares.

The Offer is not being made for American Depositary Shares representing Actelion

Shares (ADSs), nor for American Depositary Receipts evidencing such ADSs (ADRs).

However, the Offer is being made for the Actelion Shares that are represented by

the ADSs. Holders of ADSs and ADRs are encouraged to consult with the

appropriate depositary regarding the tender of Actelion Shares that are

represented by ADSs. Johnson & Johnson, its subsidiaries and affiliates are

unaware of whether any respective depositary will make arrangements to tender

the underlying Actelion Shares into the Offer on behalf of holders of ADSs or

ADRs.

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.

Press release PDF:

http://hugin.info/131801/R/2099322/795429.pdf

This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq 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

http://www.actelion.com