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
[phone]
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