On January 26, 2017, Johnson & Johnson (J&J) announced that it has agreed to acquire the Swiss pharmaceuticals and biotechnology company Actelion Ltd (SIX: ATLN) (Actelion) by way of a public takeover offer. Actelion, headquartered in Allschwil, Switzerland, is a leading global biopharmaceutical company focused on the discovery, development and commercialization of drugs in the field of pulmonary arterial hypertension. The offer is valued at approx. USD 30 bn.

The proposed transaction combines the public takeover offer for 100% of Actelion's shares in accordance with Swiss law with a demerger of Actelion's preclinical discovery and clinical pipeline business, accomplished through a reorganization into a newly formed company (R&D NewCo) and the distribution of all the shares of R&D NewCo by way of a dividend in kind to Actelion's shareholders. At completion of the tender offer, the shares of R&D NewCo will be listed. J&J will have rights to acquire a significant minority interest in R&D NewCo. The transaction is subject to certain regulatory and other customary conditions.

J&J is advised as to Swiss law by Homburger AG. The team is led by partners Daniel Daeniker and Daniel Hasler (both Corporate | M&A) and comprises partners Gregor Bühler (IP | IT), Stefan Oesterhelt (Tax) and Daniel Haeberli (Financial Services), associates Stefan Blunschi, Fiona Sauer, Guy Deillon, Marie Jenny, Karin Mattle and Camille Auberson (all Corporate | M&A), Roman Perrig (IP | IT) and Richard Stäuber (Competition | Regulatory), as well as counsel Eduard De Zordi (Financial Services).