JNJ said in a statement it expects the deal to close in the second quarter, noting that the acquisition had also cleared the antitrust process in the U.S. and remained on track in other key jurisdictions.
The announcements cap an unusually rapid deal turnaround for the New Jersey-based buyer, which, in January, agreed to pay $280 per share for the Allschwil, Switzerland-based group ahead of spinning out the target's research and development unit into a separate business.
JNJ will add Actelion's operations to its Swiss-subsidiary Janssen, to expand its range of in-market medicines, notably for the treatment of pulmonary arterial hypertension, and add potential growth from a pipeline of 15 promising treatments that are in development. The deal also provides JNJ a means to use cash outside of the U.S. rather than take a tax hit that would come with repatriating the funds.
JNJ has said intends to delist Actelion, though under Swiss law it will require at least 90% of the target's stock to enable a squeeze out of minority shareholders. The bidder said Friday that it controlled 77.2% of the voting rights in the target, including the 73.25% of stock tendered to its offer and a further 3.95% owned by a person acting in concert with its bid.
The Actelion offer will be extended for a further 10 trading days from from April 6 to April 21.
Actelion shareholders will receive stock in the R&D unit, which will be called Idorsia Ltd., on the same day the Actelion takeover completes. JNJ will initially hold 16% of the spin off, and has an option to increase that stake by a further 16%.
Shares in JNJ closed Thursday at $124.66, equating to a market capitalization of $336 billion. Actelion shares traded Friday on the Swiss exchange at 281.70 ($281.33) Swiss francs, up Sfr2.2 or just under 1%.