Actelion, take two

Why fiercely independent Swiss bellwether Actelion agreed to sell to J&J

After surviving takeover attempts, an investor mutiny and a make-or-break gamble on Opsumit macitentan, Actelion Ltd. co-founder and CEO Jean-Paul Clozel finally took a deal management couldn’t refuse.

Johnson & Johnson’s proposed $30 billion acquisition provides shareholders with a handsome return while giving Clozel and his team the opportunity to continue doing R&D.

Immediately prior to deal’s expected close next quarter, Actelion’s drug discovery operations and early stage assets will be spun out into a new company that will be listed on Switzerland’s SIX exchange and led by Clozel.

The newco will have 11 disclosed clinical programs in cardiovascular, autoimmune, inflammation and neurology, which will be developed by Actelion’s current scientific team, including co-founder, SVP, Head of Drug Discovery and CSO Martine Clozel.

Actelion shareholders will receive one share in the newco for each Actelion share they own, with J&J owning an initial 16% stake and holding a convertible note for an additional 16% stake. The CHF580 million

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