(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)