Actelion's Annual General Meeting of Shareholders 2017

  • Shareholders approve demerger of Actelion's drug discovery and early clinical pipeline to form new company Idorsia
  • Strategic transaction with Johnson & Johnson on track to complete in the second quarter 2017

ALLSCHWIL, SWITZERLAND - 05 April 2017 - At today's Annual General Meeting (AGM) of Actelion Ltd (SIX: ATLN), held in Allschwil, Switzerland, shareholders voted in favor of all proposals by the Board of Directors with a significant majority. The meeting was attended by 384 shareholders. A total of 55'093'560 shares, or 51.13% of the total outstanding shares, were represented.

Led by the Chairman of the Board of Actelion, Jean-Pierre Garnier, the company presented the rationale behind the transaction with Johnson & Johnson as well as a review of the 2016 performance.

Shareholders approved the distribution of a dividend in kind for the purpose of implementing a demerger of Actelion's drug discovery and early clinical pipeline business into the newly-created entity, Idorsia.

The Chairman Jean-Pierre Garnier commented: "After a very successful two decades, resulting in an unprecedented share price increase of more than 2'000% since our IPO, the next chapter for Actelion awaits. With the successful tender offer by Johnson & Johnson, regulatory approvals on track, and today's approval by the shareholders to spin-out Idorsia, the transaction is moving ahead at full steam. I am confident that under Johnson & Johnson's leadership, Actelion will continue to grow and prosper. At the same time, I am excited about the creation of Idorsia, and look forward to publishing results of the innovative pipeline in the coming months."

The shareholders re-elected all members of the Board for a term of office until the date of settlement of the Offer. The Board of Directors of Actelion now comprises a total of 10 members: Jean-Pierre Garnier (Chairman), Juhani Anttila, Robert J. Bertolini, Jean-Paul Clozel, John J. Greisch, Peter Gruss, Michael Jacobi, Jean Malo, David Stout and Herna Verhagen. The shareholders also elected Mr. Jean-Pierre Garnier as Chairperson of the Board and Ms. Herna Verhagen, Mr. Jean-Pierre Garnier, and Mr. John J. Greisch (Chair) to the Compensation Committee, for a term of office until the date of settlement of the Offer.
The Chairman commented: "I would like to take the opportunity to thank the Board for their invaluable contributions and their commitment to Actelion over the past years. Their leadership and guidance has helped Actelion become the success it is today and has brought us to this exciting crossroads."

With effect from the date of settlement of the Offer for a term of office until the conclusion of the Annual General Meeting 2018, the shareholders elected the 5 Board members nominated by Janssen Holding GmbH: Ludo Ooms, Claudio Cescato, Andrea Ostinelli,  Pascal Hoorn and Julian Bertschinger.  Also with effect from the date of settlement of the Offer for a term of office until the conclusion of the Annual General Meeting 2018, the shareholders elected Mr. Ludo Ooms as Chairperson of the Board and Mr. Claudio Cescato, Mr. Andrea Ostinelli, and Mr. Pascal Hoorn to the Compensation Committee

The Chairman concluded:: "With the demerger approved, we will now take necessary steps to get Idorsia listed on the Swiss Stock Exchange. The company has a very promising future ahead, and I am pleased to serve as Chairman of the Board of Directors. Joining me on the Board will be Jean-Paul Clozel, who will serve as CEO, Robert J. Bertolini, John J. Greisch, David Stout and Herna Verhagen."

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NOTE TO SHAREHOLDERS:
Subject to the satisfaction of certain conditions, Johnson & Johnson has declared, through its Swiss subsidiary, Janssen Holding GmbH, the tender offer for Actelion to be successful. The additional acceptance period of ten trading days (at the SIX Swiss Exchange) for the subsequent acceptance of the tender offer will commence on April 6, 2017 and expire on April 21, 2017, 10:00 a.m. EDT, 16:00 hrs CEST.

ABOUT ACTELION LTD.
Actelion Ltd. is a leading biopharmaceutical company focused on the discovery, development and commercialization of innovative drugs for diseases with significant unmet medical needs.

Actelion is a leader in the field of pulmonary arterial hypertension (PAH). Our portfolio of PAH treatments covers the spectrum of disease, from WHO Functional Class (FC) II through to FC IV, with oral, inhaled and intravenous medications. Although not available in all countries, Actelion has treatments approved by health authorities for a number of specialist diseases including Type 1 Gaucher disease, Niemann-Pick type C disease, Digital Ulcers in patients suffering from systemic sclerosis, and mycosis fungoides in patients with cutaneous T-cell lymphoma.

Founded in late 1997, with now over 2,600 dedicated professionals covering all key markets around the world including the US, Japan, China, Russia and Mexico, Actelion has its corporate headquarters in Allschwil / Basel, Switzerland.

Actelion shares are traded on the SIX Swiss Exchange (ticker symbol: ATLN) as part of the Swiss blue-chip index SMI (Swiss Market Index SMI®). All trademarks are legally protected.

For further information please contact:

Andrew C. Weiss
Senior Vice President, Head of Investor Relations & Corporate Communications
Actelion Pharmaceuticals Ltd, Gewerbestrasse 16, CH-4123 Allschwil
+41 61 565 62 62
www.actelion.com