Johnson & Johnson, Actelion reach tentative merger agreement on price: report

According to people familiar with the matter, Johnson & Johnson has reached a tentative agreement on a price to purchase Actelion, Bloomberg reported Wednesday. The people explained that the companies are currently focusing on determining the value of a new unit that would house Actelion's R&D assets. The sources said that a deal could be reached this month, cautioning however that there is no guarantee the talks will lead to a transaction.

Specifically, under the discussed terms, Actelion's R&D assets will reportedly be spun off into a separate entity, with current Actelion shareholders receiving a position in the new unit. The assets included in the unit and the percentage of the unit that will be owned by current Actelion shareholders is said to remain under negotiation. 

Johnson & Johnson & Actelion entered into exclusive negotiations last month regarding a potential tie-up after the former company exited talks due to disagreements over the structure of the deal. In November, sourced disclosed that Johnson & Johnson boosted its takeover offer after its initial bid of about 246 Swiss francs ($243) per share was rejected as undervaluing the company. 

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Meanwhile, Sanofi was reported to have interest in a takeover of Actelion. The French drugmaker's offer of about $275 per share was said to have included a contingent value right of around $20 per share. Earlier this week, Sanofi R&D chief Elias Zerhouni said that the drugmaker would not be permitted to approach Actelion after Johnson & Johnson reignited talks. 

For related analysis, see ViewPoints: Clozel's mind-set says much about Johnson & Johnson's Actelion pursuit.

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