Complicated takeover? Johnson & Johnson (NYSE:JNJ) and Actelion (OTCPK:ALIOY) have asked Switzerland's takeover board about a deal structure that would separate the latter's commercialized portfolio from its R&D assets, Tages-Anzeiger reports.
That would allow J&J to acquire Actelion with a cash offer in the region of $260 per share, a little more than what it had offered when it walked away from negotiations in December.
JNJ had edged out Sanofi from the bidding after entering exclusive talks with the Swiss biotech. Now the negotiations involve separating Actelion's commercialized portfolio from research and development.
That would provide for an acquisition in the range of $260/share (slightly more than a previously rejected $250/share) and yet allow Actelion holders to benefit from the R&D pipeline, which would be put into a new publicly traded company.
Johnson & Johnson (NYSE:JNJ) has reportedly ended its negotiations with Actelion Pharmaceuticals (OTCPK:ALIOF) about a possible merger. J&J had made a $20B ($250/share) for the Basel, Switzerland-based biopharma firm, up from its original offer of $17B after Actelion resisted.
Sanofi (NYSE:SNY) is reportedly mulling a bid as well.
Update: In a statement, J&J says its was unable to reach an agreement that it believed would "create adequate value" for its shareholders.
Actelion (OTCPK:ALIOY) is considering a complicated deal to combine with part of Johnson & Johnson (NYSE:JNJ), a move that will leave the Swiss company independent from the U.S. drugs giant, FT reports.
The structured transaction would create a new, larger biotech firm uniting Actelion with relevant parts of J&J's pharma business, with the latter becoming a major shareholder in the new business.
The FDA approves Actelion Pharmaceuticals' (OTCPK:ALIOF)(OTCPK:ALIOY) Orphan Drug-tagged selexipag tablets, branded as Uptravi, for the treatment of adults with pulmonary arterial hypertension (PAH), high blood pressure that occurs in arteries that connect the heart to the lungs.
Uptravi is eligible for a seven-year period of market exclusivity for the indication as afforded under Orphan Drug status.
The company submitted its Marketing Authorization Application (MAA) in Europe a year ago.
Selexipag, licensed from Nippon Shinyaku, is a selective prostacyclin receptor (IP receptor) agonist. Prostacyclin activates the IP receptor which induces the dilation of the blood vessels while inhibiting the proliferation of vascular smooth muscle cells.
ZS Pharma shares were up this morning, surged again after 2:20 p.m. today and were halted for news after the close.
Earlier, the company canceled its presentation and one-on-ones at a Citi investor conference, stoking memories of Kythera's similar cancellation prior to an acquisition several months ago.
More than 6.7M shares traded hands today against a daily average of about 439K.
Updated with ZS Pharma's 5:31 p.m. statement: "ZS Pharma today confirmed that it has participated in preliminary discussions with Actelion Ltd. regarding a potential strategic transaction. ZS Pharma regularly and routinely explores opportunities with various strategic partners and will continue to do so. These discussions may or may not lead to any transaction."
The Japanese Ministry of Health, Labour and Welfare approves Actelion's (OTCPK:ALIOF) (OTCPK:ALIOY) Opsumit (macitentan) for the treatment of pulmonary arterial hypertension (PAH). The approval was based on the results in the SERAPHIN Phase 3 trial that showed patients treated with macitentan 10 mg per day experienced a 45% risk reduction (p<0.0001) of the composite morbidity-mortality endpoint compared to placebo.
The company will co-promote Opsumit in Japan with Nippon Shinyaku.
Opsumit was cleared by the FDA in October 2013 and by the European Commission (EC) in December 2013.