Although people close to the talks had told Reuters that Sanofi had gained a seat at the negotiating table, the French group has consistently declined to comment.
Some investors have expressed frustration at Sanofi's failure to land a big deal. (...)
"J&J's proposal offered significantly greater transaction certainty because the transaction documentation was nearly final and because J&J had already completed the required due diligence."
The filing said the tender offer for the Swiss biotech company's shares would run from March 3 to March 30.
Shares of the new research and development company being spun out of Actelion for a Swiss listing will be distributed to Actelion shareholders as a stock dividend prior to settlement of the tender offer, it said.
The prospectus also set out these details on the deal:
- _Actelion will pay the bidder a $500 million break fee if the offer is not successful or does not become unconditional in certain circumstances
- _The minimum acceptance rate is 67%
- _J&J has agreed to make a 10-year convertible loan worth 580 million Swiss francs to the R&D pipeline company being spun off; the loan will be convertible, in two tranches, into up to 32 percent of the shares of R&D NewCo.
- _R&D NewCo will be financed by the convertible loan, cash on hand of 420 million Swiss francs provided by Actelion, and a credit facility of the franc equivalent of $250 million to be provided by the bidder
- _Shares of R&D NewCo are expected to be admitted to listing on the SIX Swiss Exchange on the same day as the Actelion deal settlement
- _J&J intends to delist Actelion and plans a squeeze-out if needed.