On Friday 9 June, the European Commission approved the proposed acquisition of Actelion Pharmaceuticals by Johnson & Johnson, subject to conditions ensuring that the transaction has no negative effects on the clinical development of their innovative insomnia drugs.
Actelion Pharmaceuticals and Johnson & Johnson are both active in the development and sales of innovative pharmaceutical products. The Commission’s examination of the planned transaction, which was notified on 12 April of this year, focused on two areas in which the companies currently compete.
The institution firstly focused its analysis on treatments for multiple sclerosis. Finding that the companies’ activities are likely to take place within different settings, the Commission concluded that a merger would not lead to any competition and innovation problems.
However, it also noted that the two companies, one Swiss and one American, develop innovative insomnia treatments, based on a novel mechanism of action. No other treatments of this kind are currently marketed in the European Economic Area and only a very limited number of medicines with this new mechanism are currently being developed. The Commission therefore concluded that if either of the research and development programmes were discontinued after the merger, there would not be a sufficient level of competition in this segment.
The transaction notified by the companies proposed to transfer Actelion’s insomnia research programme to Idorsia, a newly created company in which Johnson & Johnson would have a minority shareholding of up to 32%, and to co-develop Johnson & Jonson’s insomnia research programme with Minerva Neurosciences, which would commercialise the product. However, the Commission felt that in the proposed form, the plan could incentivise Johnson & Johnson to influence the above research programmes.
In order to satisfy the Commission’s demands, the company has therefore undertaken not to influence Idorsia’s strategic decisions and not to obtain any commercially sensitive information on the insomnia drug. Johnson & Johnson must furthermore limit its stakeholding to 16% and not be a major shareholder in Idorsia. Finally, the American company has also undertaken not to negatively influence its insomnia research programme. (Original version in French by Lucas Tripoteau)