Alex Gorsky. Picture: REUTERS/BRIAN SNYDER
Alex Gorsky. Picture: REUTERS/BRIAN SNYDER

Paris/London — It turns out Sanofi’s proposal to buy Swiss biotechnology company Actelion late in 2016 was not quite as compelling as it first seemed.

Actelion, in the middle of talks to sell itself to Johnson & Johnson (J&J), received an approach in early December from another bidder, identified as Company A, that was willing to pay a higher price than J&J had then offered, according to a prospectus published on Thursday by J& J for its purchase of the Swiss company.

The interloper was Sanofi, people familiar with the matter said at the time.

Actelion’s board decided to consider the new offer and chairman Jean-Pierre Garnier informed J&J CEO Alex Gorsky, who said the US company was not willing to match Company A’s price, the filing says. Actelion and J&J said on December 14 they had ended discussions.

But when Garnier and Actelion CEO Jean-Paul Clozel got ready to sit down with Company A on December 19, they were in for a surprise: it had lowered its proposed price.

"Company A indicated that it would only be willing to proceed with a transaction on the basis of a price lower than its previously communicated offer price and on different terms, and that Company A had extensive due diligence requests with respect to Actelion and its business," the prospectus said in describing the background to the deal that ultimately led to J&J’s agreement to buy Actelion for $30bn.

Later that day, Actelion’s board considered the price and "the tenor and content of management’s meetings with Company A" and told Garnier to go back to J&J to restart talks.

Surprising Comebacks

The disclosure, tucked in the depths of the filing, helps to explain one of the more surprising comebacks in recent deal-making. The rekindled talks caught off-guard investors who had expected Sanofi to proceed and clinch the deal after J&J had all but given up on the target.

Actelion is the second big acquisition that Sanofi CEO Olivier Brandicourt has missed out on. In August, the firm’s hostile bid for Medivation failed when the US biotech agreed to sell itself to Pfizer for $14bn.

Bloomberg

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