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";s:4:"text";s:4661:"It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. securities laws, since the Offeror and Actelion are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. You should view the News section and the most recent SEC Filings in the Investor section in order to receive the most current information made available by Johnson & Johnson Services, Inc. 0000002498 00000 n 0000086280 00000 n Use of this site constitutes your consent to application of such laws and regulations and to our Privacy Policy. Janssen Holding GmbH (the Offeror) will disseminate the offer prospectus (the Offer Prospectus) (with full Offer terms and conditions) as required by applicable law, and the shareholders of Actelion should review the Offer Prospectus and all other Offer documents carefully. Visit www.careers.jnj.com to explore the wide range of career opportunities available at Actelion and Johnson & Johnson. NOTE TO INVESTORS CONCERNING FORWARD-LOOKING STATEMENTSThis press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 regarding the potential transaction between Johnson & Johnson and Actelion Ltd. Neither Johnson & Johnson nor Actelion undertakes to update any forward-looking statement as a result of new information or future events or developments. All contents © Copyright Johnson & Johnson Services, Inc.1997-2020. 0000020019 00000 n Holders of ADSs may present their ADSs to the appropriate depositary for cancellation and (upon compliance with the terms of the deposit agreements relating to the “unsponsored” American Depositary Receipt Program concerning Actelion Shares, including payment of the depositary’s fees and any applicable transfer fees, taxes and governmental charges) delivery of Actelion Shares to them, in order to become shareholders of Actelion. The reader is cautioned not to rely on these forward-looking statements. 0000023109 00000 n Bank of America Merrill Lynch is serving as Actelion’s lead financial advisor, with Credit Suisse also providing financial advice. Niederer Kraft & Frey, Wachtell, Lipton, Rosen & Katz, and Slaughter & May are serving as legal advisors to Actelion. We are Janssen. Transforming lives by finding new and better ways to prevent, intercept, treat and cure disease inspires us. NEW BRUNSWICK, N.J. and ALLSCHWIL/BASEL, SWITZERLAND – January 26, 2017 – Johnson & Johnson (NYSE:JNJ) and Actelion Ltd. (SIX:ATLN) today 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. Together, these arrangements with R&D NewCo will provide Johnson & Johnson with additional sources of innovation and value. OFFER RESTRICTIONSThe public tender offer described in the offer documents (the Offer) is not being and will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Johnson & Johnson or any of its subsidiaries to change or amend the terms or conditions of the Offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. The Offer is being made in the U.S. pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), subject to the exemptions provided by Rule 14d-1 and Rule 14e-5 under the U.S. Exchange Act and any exemptions from such requirements granted by the U.S. Securities and Exchange Commission (the SEC), and otherwise in accordance with the requirements of Swiss law. Jean-Paul Clozel and I have high expectations for this new, well-funded biotech company with a significant portfolio of drugs in the clinic. OPSUMIT® (MACITENTAN) OPSUMIT® (macitentan) Prescribing Information including BOXED WARNING. Johnson & Johnson will initially hold 16% of the shares of R&D NewCo and have rights to an additional 16% of R&D NewCo equity through a convertible note. 0000028180 00000 n Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer, (b) passed upon the merits or fairness of the Offer, or (c) passed upon the adequacy or accuracy of the disclosure in the pre-announcement. 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