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

Actelion Pharmaceuticals Ltd / Publication of the provisional 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 - 24 April 2017 - Actelion Ltd (SIX: ATLN) today announced that Janssen Holding GmbH, a Swiss subsidiary of Johnson & Johnson, published the provisional 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).

As a consequence of this tender rate, Actelion expects to be excluded from the SMI^® blue-chip index by SIX Swiss Exchange.

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.