US healthcare giant Johnson & Johnson will buy Swiss biotech company Actelion in a $30 billion all-cash deal that includes spinning off Actelion's research and development pipeline, the companies said.
The acquisition gives J&J access to the Swiss group's line-up of high-price, high-margin medicines for rare diseases.
This will help it diversify its drug portfolio as its biggest product, Remicade for arthritis, faces cheaper competition.
The offer to pay $280 per share, following weeks of exclusive talks, was unanimously approved by the boards of directors of both companies.
The deal represents a 23% premium to Actelion's closing price yesterday of 227.4 Swiss francs.
It is more than 80% above the November 23 closing price before initial reports emerged that Europe's biggest biotech company had attracted takeover interest.
The price vindicates the strategy of cardiologist Clozel, who co-founded the company with his paediatrician wife Martine and friends in 1997.
He has fended off bids over the years in the belief he could increase Actelion's value by keeping it independent.
Actelion has been the subject of takeover speculation for weeks after J&J launched and then halted discussions with the Swiss company.
French drugmaker Sanofi had also been interested, sources said, but was sidelined after J&J returned and began exclusive negotiations in December.
Sanofi's failure to come away with a big deal for a second time has added to pressure on its management.
J&J said it expected the transaction to be immediately accretive to its adjusted earnings per share and accelerate its revenue and earnings growth rates.
The US group, which reported disappointing quarterly results this week, will fund the transaction with cash held outside the US.
"We believe this transaction offers compelling value to both Johnson & Johnson and Actelion shareholders," Alex Gorsky, J&J chairman and chief executive, said.
Actelion will spin out its research and development unit into a standalone company based and listed in Switzerland, under the title of R&D NewCo and led by Jean-Paul Clozel.
J&J said it expected to retain Actelion's presence in Switzerland.
The transaction is expected to close by the end of the second quarter, with J&J commencing the tender offer by mid-February.
