Johnson & Johnson has entered into a definitive agreement to acquire Actelion Ltd. for approximately $30 billion in cash. The transaction was unanimously approved by the boards of both companies. Johnson & Johnson will fund the transaction with cash held outside the U.S.
 
Actelion, based in Allschwil, Switzerland, has a franchise of differentiated, innovative products for pulmonary arterial hypertension (PAH), as well as specialty in-market medicines and late-stage products. J&J expects to retain Actelion’s presence in Switzerland and leverage its complementary capabilities to shape medical paradigms.
 
As part of the transaction, Actelion will spin out its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharma company, R&D NewCo. The arrangements will result in R&D NewCo launching with cash of CHF 1 billion to be made available at the closing. Johnson & Johnson will also receive an option on ACT-132577, a product being developed for resistant hypertension currently in Phase II development.
 
R&D NewCo will be led by Actelion’s current scientific team with Jean-Paul Clozel, MD, chief executive officer and founding member of Actelion, as chief executive officer. Jean Pierre Garnier, chairman of the board of Actelion, will be chairman of R&D NewCo.
 
“We believe this transaction offers compelling value to both Johnson & Johnson and Actelion shareholders,” said Alex Gorsky, chairman and chief executive officer of Johnson & Johnson.
 
“Actelion has built an attractive, growing business with world-class commercial and clinical development capabilities. Adding Actelion’s portfolio to our already strong Janssen Pharmaceuticals business is a unique opportunity for us to expand our portfolio with leading, differentiated in-market medicines and promising late-stage products. We expect to leverage our established global presence and commercial strength to accelerate growth and patient access to these important therapies. Further, we believe R&D NewCo will be strongly positioned to continue Actelion’s legacy of innovation and look forward to collaborating on the development of cutting-edge new therapies.”

Dr. Clozel said, “In making this offer, Johnson & Johnson is recognizing all that has been created at Actelion during the last 20 years, and in particular the quality of our PAH franchise, the potential of our key marketed medicines and our promising late-stage development assets. The newly created R&D company allows us to continue with our successful culture of innovation. It is enormously exciting to continue to develop new and differentiated products, in multiple therapeutic areas, to improve the lives of patients.”