Overview


In January 2016, J&J contacted Actelion to explore a potential strategic transaction between the two companies. Following extensive discussions, Actelion agreed to support a public tender offer by Janssen Holding, an indirect subsidiary of J&J, for all publicly held registered shares of Actelion at a cash price of USD 280 per Actelion share. In addition, the parties agreed that in conjunction with the Offer, Actelion would carry out a demerger of Actelion’s drug discovery and early clinical pipeline business into Idorsia. Idorsia was incorporated on 2 March 2017, followed by Idorsia Pharmaceuticals Ltd and Idorsia Pharmaceuticals US Inc on 23 March 2017 and 18 April 2017, respectively.

Idorsia listed on 16 June 2017, as an independent biopharmaceutical company with a drug discovery and development business, over 600 employees, a pipeline with product candidates in multiple therapeutic areas, including central nervous system disorder, cardiovascular disorders, immunological disorders and orphan diseases, state-of-the-art facilities mainly in Allschwil, Switzerland, and with CHF 1 billion of cash in the bank at inception. 

Management's discussion and analysis of financial condition

Idorsia was incorporated on 2 March 2017, and, as such, there are no historical financial statements of Idorsia reflecting the consolidated operations of the Idorsia Group for the twelve months ended 31 December 2014, 2015 and 2016. However, Idorsia has prepared pro-forma financial statements for the twelve months ended 31 December 2016 and the three month period ended 31 March 2017 that it believes illustrate the impact of the Reorganization, as if it had taken place on 31 December 2015, and the Demerger Distribution and the Listing, as if they had taken place on 1 January 2016. The pro-forma financial information is prepared, inter alia, using historical income and expenses, assets and liabilities and cash flows recorded in Actelion's financial statements that were attributable to Idorsia's business. The pro-forma financial information also reflects allocations of income, expenses, assets, liabilities and cash flows from the consolidation of the Actelion Group. In addition, the pro-forma financial information was further prepared on the basis of certain assumptions and estimates that Idorsia's Management believes are reasonable, as outlined in the notes included therein. The pro-forma financial information has been derived from financial statements that were prepared on the basis of U.S. GAAP, subject to a number of adjustments as set out in the notes to the pro-forma financial statements. Ernst & Young Ltd. has performed an assurance engagement over the compilation of the pro-forma financial information. Please find the pro-forma financial information including notes in the financial archive.