Niederer Kraft & Frey, Slaughter and May, and Wachtell, Lipton, Rosen & Katz represented Actelion on its transaction with Johnson & Johnson announced today.
The transaction involves the following inter-conditional elements:
a tender offer by Johnson & Johnson for Actelion at a price of USD 280 per share, valuing Actelion at USD 30 billion (CHF 30 billion).
the creation by way of demerger from Actelion of a new R&D biotech company. This new company will hold Actelion's drug discovery operations along with the majority of its clinical pipeline and have net cash funding of CHF 1 billion. It will be listed on the SIX Swiss Exchange and will be owned by existing Actelion shareholders, with Johnson & Johnson taking an initial 16% holding, with the possibility to rise to 32%.
royalty arrangements under which the new R&D biotech company will have an income stream from sales of ponesimod and cadazolid, two phase III products owned by Actelion, once these compounds are commercialised.
a collaboration agreement between the new R&D biotech company and Actelion/Johnson & Johnson in relation to ACT-'577, Actelion's compound for resistant hypertension which is currently in Phase II.
The transaction is conditional on various matters, including certain anti-trust clearances. It is expected to close by the end of Q2 2017.
Contacts
The integrated legal team was led by Philipp Haas and Ulysses von Salis (Niederer Kraft & Frey), alongside Simon Nicholls and David Johnson (Slaughter and May) and Dan Neff and Greg Ostling (Wachtell, Lipton, Rosen & Katz).
The wider teams also included:
Niederer Kraft & Frey: Thomas Broennimann (M&A, Corporate), Bertrand Schott (Corporate), Moritz Maurer (M&A, Corporate), Deirdre Ni Annrachain (M&A), Julia Tolstova (M&A, Corporate); Christina DelVecchio (Capital Markets); Daniela Schmucki (Tax), Thomas Graf (Tax), Rashid Ghazi (Tax); Laurence Uttinger (Pensions); Nicolas Birkhäuser (IP); Clara-Ann Gordon (TMT and IP)
Slaughter and May: Susannah Macknay (Corporate), Rob Innes (Corporate), Harry Hecht (Corporate), Anthony Doolittle (Corporate), Claire Jackson (Corporate), Henry Herbert (Corporate); Susie Middlemiss (IP), Richard McDonnell (IP); Jeanette Zaman (Tax), Tom Windsor (Tax); Lisa Wright (Anti-trust), Susan Zhuang (Anti-trust), Andrew Gilbert (Anti-trust)
Wachtell, Lipton, Rosen & Katz: John Robinson (Corporate), Jillian Colbert Alsheimer (Corporate); Franco Castelli (Competition); Greg Pessin (Restructuring & Finance); Adam Shapiro (Employee Benefits), Katherine O'Neill (Employee Benefits); Eiko Stange (Tax), Sehj Vather (Tax)
