Johnson & Johnson’s $30 Billion Acquisition of Actelion

On January 26, 2017, Johnson & Johnson and Actelion Ltd. announced that they have entered into a definitive transaction agreement under which Johnson & Johnson will launch an all‑cash tender offer in Switzerland to acquire all of the outstanding shares of Actelion for $280 per share, payable in U.S. dollars, which equates to CHF 280.08 per share as of January 25, 2017. As part of the transaction, immediately prior to the completion of the acquisition, Actelion will spin out its drug discovery operations and early‑stage clinical development assets into a newly created Swiss biopharmaceutical company (“R&D NewCo”). The shares of R&D NewCo, which will be listed on the SIX Swiss Exchange, will be distributed to Actelion’s shareholders as a stock dividend upon closing of the tender. Cravath is representing Johnson & Johnson in connection with the transaction.

The Cravath team is led by partner Robert I. Townsend III and includes associates Michael E. Mariani and Ashley Robson Mistretta on M&A matters; partner George E. Zobitz and associate Jared B. Taylor on financing matters; partner J. Leonard Teti II and associates Lingfeng Li and Andrew T. Davis on tax matters; partner David J. Kappos and practice area attorney Anthony N. Magistrale on intellectual property matters; and partner Jonathan J. Katz and associates Matthew J. Bobby and Sarah W. Colangelo on executive compensation and benefits matters. Kathryn‑Ann Stamm also worked on M&A matters.