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UPDATE 1-Actelion says J&J's $280 per share offer to start March 3
February 16, 2017 / 8:05 AM / in 9 months

UPDATE 1-Actelion says J&J's $280 per share offer to start March 3

(Adds details from prospectus)

ZURICH, Feb 16 (Reuters) - Actelion said on Thursday that Johnson & Johnson’s agreed tender offer for the Swiss biotechnology company’s shares is expected to start on March 3 and run until March 30.

The price is $280 per share, valuing Actelion at $30 billion. Shares of the new research and development company being spun out of Actelion for a Swiss listing will be distributed to Actelion shareholders as a stock dividend prior to settlement of the tender offer, it said.

A prospectus for the deal published on Thursday added these points:

* Actelion will pay the bidder a $500 million break fee if the offer is not successful or does not become unconditional in certain circumstances

* The minimum acceptance rate is 67 percent

* J&J has agreed to make a 10-year convertible loan worth 580 million Swiss francs to the R&D pipeline company being spun off; the loan will be convertible, in two tranches, into up to 32 percent of the shares of R&D NewCo.

* R&D NewCo will be financed by the convertible loan, cash on hand of CHF 420 million provided by Actelion, and a credit facility of the CHF equivalent of $250 million to be provided by the bidder

* Shares of R&D NewCo are expected to be admitted to listing on the SIX Swiss Exchange on the same day as the Actelion deal settlement

* J&J intends to delist Actelion and plans a squeeze-out if needed

* J&J executives Paul Stoffels and Joaquin Duato approached Actelion CEO Jean-Paul Clozel at a conference in January 2016 and suggested they explore a potential strategic transaction

* In August 2016 J&J Chairman and Chief Executive Alex Gorsky informed Actelion’s chairman that J&J was not interested in a collaboration on cardiovascular products, but rather in acquiring Actelion

* After considering a rival approach in early December from a company identified only as “company A”, Actelion’s board authorised re-engaging with J&J because “this path was more likely to result in a transaction that would maximise value for Actelion and its shareholders” (Reporting by John Miller; editing by Michael Shields and Jason Neely)

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