The Board of Actelion Ltd (SWX:ATLN) announced the spin-off of Drug Discovery Operations and Early-Stage Clinical Development Assets on January 26, 2017. Under the terms of the transaction, all Actelion shareholders will receive one Idorsia share per each Actelion share. As per the terms of the deal, Actelion will spin out its drug discovery operations and early-stage clinical development assets into a newly created Swiss biopharmaceutical company. The company will be named R&D NewCo. As on March 15, 2017, the new name for the distributed business is decided as Idorsia Ltd. In a related deal, Johnson & Johnson (NYSE:JNJ) made an offer to acquire Actelion Ltd (SWX:ATLN) on January 25, 2017. The shares of the new company will be listed on SIX Swiss Exchange and will be distributed to Actelion's shareholders as a stock dividend upon closing of the tender. Post-completion, Johnson & Johnson will initially hold 16% of the shares of the new company and have rights to an additional 16% of new company equity through a convertible note. In connection with these transactions, Johnson & Johnson and its affiliates, as applicable, have agreed to enter into certain other ancillary agreements, including a collaboration agreement whereby an affiliate of Johnson & Johnson will receive an option on ACT-132577, a product within R&D NewCo being developed for resistant hypertension, currently in phase 2 clinical development, and a senior line of credit to be made available to R&D NewCo to fund operating expenses. R&D NewCo will have cash of $990.45 million, $422.88 million of which will be funded from cash on hand of Actelion and $583.97 million of which will be funded by an affiliate of Johnson & Johnson by way of a convertible note facility with a tenor of ten years. The transaction has a record date of March 31, 2017. The new company will be led by Actelion's current scientific team with Jean-Paul Clozel, Managing Director, Chief Executive Officer and founding member of Actelion, as Chief Executive Officer. Jean Pierre Garnier, Chairman of the Board of Actelion, will be Chairman of the Board of the new company. Actelion will convene an extraordinary general meeting for shareholders to approve the distribution of shares of the new company by way of a dividend in kind to Actelion's shareholders upon closing of the tender offer. The meeting is scheduled to be held on April 5, 2017. The tax clearances in relation to the spin-off have been received from both the Swiss Federal and the Basel-Landschaft cantonal tax authorities. As of April 5, 2017, the deal was approved by shareholders of Actelion Ltd. The anti-trust regulatory approvals have been received and the transaction is expected to complete by the end of the second quarter of 2017. It is expected that Idorsia shares will be listed and commence trading on SIX Swiss Exchange on June 16, 2017. Bank of America Merrill Lynch acted as lead financial advisor, Credit Suisse acted as financial advisor and Philipp Haas and Ulysses von Salis, Christina Del Vecchio, Moritz Maurer, Deirdre Ni Annrachain, Julia Tolstova and Samuel Hochstrasser and Alexander Göbel of Niederer Kraft & Frey, Wachtell Lipton, Rosen & Katz and Slaughter & May acted as legal advisors to Actelion.