Johnson & Johnson expects to complete Actelion $30bn purchase on June 16
Staff Writer |
Johnson & Johnson said the approval of its proposed acquisition of Swiss biotech firm Actelion by the European Commission on Friday meant all regulatory approvals required to complete the $30 billion deal had now been received.
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The U.S. company said it expected settlement of the all-cash public tender offer by its Swiss subsidiary, Janssen Holding, on June 16.
EU antitrust regulators on Friday approved Johnson & Johnson's planned purchase of Actelion subject to conditions intended to ensure clinical development of insomnia drugs were unaffected.
Separately, Actelion said on Friday it had published the prospectus relating to the listing of shares in Idorsia, the spin-off company which will be led by current Actelion Chief Executive Jean-Paul Clozel.
Under the agreement all Actelion shareholders will receive one Idorsia share for each Actelion share held on June 13, 2017 with the new company expected to start trading on the Swiss exchange on June 16.
Idorsia will specialize in the discovery and development of small molecules in multiple therapeutic areas including central nervous system disorders, cardiovascular disorders, immunological disorders and orphan diseases, the company said.
The Commission's investigation focused on two areas where the medicinal products and research programmes of the two companies compete: treatments for multiple sclerosis; and treatments for insomnia.[break]
Concerning treatments for multiple sclerosis, Johnson & Johnson distributes Biogen's products in a number of Central and Eastern European countries, whereas Actelion has a medicine under development.
The Commission found no concerns in this regard, since Actelion's medicine under development is likely to be used in a different setting than Biogen's products.
Concerning treatments for insomnia, both Johnson & Johnson and Actelion are currently developing treatments in this area. The two treatments under development are based on a novel mechanism of action.
No other treatments of this kind are currently marketed in the EEA and only a very limited number of medicines with this new mechanism of action are currently being developed.
Therefore, the Commission concluded that there would not be a sufficient level of competition if one of the two research and development programmes were discontinued after the merger.
The transaction as notified provided that Actelion's insomnia research programme would be transferred before the merger to Idorsia, a newly created company in which Johnson & Johnson would have a minority shareholding of up to 32%.
The investigation found that Johnson & Johnson could still have influenced Actelion's strategic decisions since it would be an important shareholder and finance provider of Idorsia.
As for Johnson & Johnson's own insomnia research programme, this is co-developed with a third party, Minerva Neurosciences, which will commercialise the product in the EEA. The investigation found that Johnson & Johnson could still have influenced the research programme, in particular based on the information it could have obtained through its Idorsia's minority shareholding.
The Commission concluded that the transaction as notified would raise competition concerns as it would give Johnson & Johnson the ability and incentive to rationalise its competing insomnia research and development programmes by either delaying or discontinuing one of them. ■