Quick additional notes:
1. R&D NewCo will be led by Actelion founder and CEO Jean-Paul Clozel and Jean-Pierre Garnier, Actelion’s chairman, will be its chairman.
2. The shares of R&D NewCo will be distributed to Actelion's shareholders as a stock dividend upon closing of the tender.
3. J&J will initially hold a 16 percent stake in R&D NewCo and will have rights to an additional 16 percent of the company's equity through a convertible note. It will also get an option on ACT-132577, a product within R&D NewCo being developed for resistant hypertension and now in phase 2 clinical development.
4. The transaction is expected to close by the end of the second quarter, with J&J commencing the tender offer by mid-February.
5. R&D NewCo preliminary valuations start to emerge:
- Berenberg Bank: $1 billion to $2 billion
- Jefferies: 14 to 20 CHF per share
6. Downside if deal breaks is mitigated by the existence of other suitors like Sanofi & others (rumors include Shire, Novartis and Amgen).
We like this deal a lot and the spinoff part of the consideration - which is being largely neglected - may very well become a very lucrative investment.