J&J and Actelion reportedly take complicated deal to Swiss regulator for ruling

J&J and Actelion have reportedly taken their complicated deal to Swiss regulators to see if it would satisfy Swiss laws.

There is evidence that Actelion and Johnson & Johnson are edging closer to a deal to give the U.S. drugmaker control of the Swiss biotech, sort of.

Citing a report in the Swiss newspaper Tages-Anzeiger based on sources, Reuters reported on Friday that the two companies have gone to the Swiss takeover board for its blessing of a complicated deal that Reuters earlier outlined. A spokesperson for the board declined to comment. 

The transaction would hive off Actelion’s commercialized meds from its R&D assets and spin the pipeline entity into a separate publicly traded company. J&J would pay Actelion about $260 cash per share and benefit from Actelion’s commercialized drugs, while the deal would allow Actelion shareholders to continue to theoretically benefit from the pipeline.

The ownership of the new biotech and whether Actelion founder and CEO Jean-Paul Clozel would run it was not laid out by the news service’s sources, but the deal might give both sides something they need.

With biosimilar competition lining up against J&J’s top seller, Remicade, J&J is looking for some drugs that can quickly pay off, like Actelion’s pulmonary arterial hypertension drugs Opsumit and Uptravi. And Clozel might get to continue to run a biotech.

Clozel has so far been unwilling to easily part with his prized company, having foiled an $18.9 billion bid from Shire and outmaneuved a 2011 effort by activist hedge fund Elliott Advisors. And J&J and Actelion were thought to be close to a deal several months ago before J&J finally gave up on working out an agreement acceptable to both.

Sanofi then stepped in, but before that went anywhere, the Swiss biotech said it was done with the French drugmaker and was back to talking with J&J, ostensibly because the U.S. company was more amenable to the kind of complex structure now at hand.