The agreement came after negotiations in which Johnson & Johnson walked away from discussions in mid-December, only for the companies to restart exclusive talks about a deal a few days later.
Actelion is known for its treatments for pulmonary arterial hypertension, or high blood pressure in the lungs.
As part of the transaction, Actelion will spin off its drug discovery operations and early-stage clinical development assets into a new Swiss biopharmaceutical company, which will be listed in Switzerland.
Under the terms of the deal, Johnson & Johnson, based in New Brunswick, N.J., said that it would pay $280 a share in cash for Actelion.
The offer would equate to 280.08 Swiss francs per share. Actelion’s shares closed Friday at 227.40 francs.
“We believe this transaction offers compelling value to both Johnson & Johnson and Actelion shareholders,” Alex Gorsky, the chairman and chief executive of Johnson & Johnson, said in a news release. The deal allows the company to expand its portfolio with leading medicines and promising late-stage products, he added.
The transaction was unanimously approved by the boards of both companies and is expected to close by the end of the second quarter.
The deal is conditioned on Actelion shareholders agreeing to sell at least 67 percent of their shares to Johnson & Johnson and Actelion shareholders agreeing to the spinoff. The transaction is subject to regulatory approval.
Johnson & Johnson will initially own 16 percent of the new research and development company and have the right to acquire an additional 16 percent of that company. Actelion shareholders will also receive shares in the new company.
Jean-Paul Clozel, the Actelion chief executive, is to serve as chief executive of the new company, and Jean-Pierre Garnier, Actelion’s chairman, would be its chairman.
Johnson & Johnson will pay for the transaction with cash it holds outside the United States.
Lazard, Citigroup and the law firms Cravath, Swaine & Moore; Homburger; and Sexton Riley are advising Johnson & Johnson, while Bank of America Merrill Lynch, Credit Suisse and the law firms Niederer Kraft & Frey; Wachtell, Lipton, Rosen & Katz; and Slaughter and May are advising Actelion.
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