Actelion Ltd. (ATLN) said hedge fund
Elliott Advisors (UK) Ltd. is trying to seize control of the
Swiss drugmaker at a time when products in development are
approaching key milestones.

Elliott, which has nominated six candidates for Actelion’s
board, wants to take control without paying for it, with the
sole goal of forcing “a quick sale,” the company said in a
letter to shareholders, encouraging them to register their stock
for the May 5 annual meeting.

Results of a late-stage clinical trial on the macitentan
lung drug are due late this year or early in 2012, and another
compound, selexipag, also is in the final phase of tests,
Actelion said. The treatments, designed to treat pulmonary
arterial hypertension, “represent very attractive medical and
commercial opportunities,” the company said.

Elliott’s effort “is an ill-timed attempt that would
surrender to a potential acquirer the future value that rightly
belongs to all shareholders,” Actelion said in the letter.

Actelion is making its case to shareholders after Elliott,
part of a $17 billion hedge fund founded by Paul Singer, made
presentations to investors during meetings in London, New York
and Zurich. Elliott wants the company to consider options
including a sale, and has said Actelion’s co-founder, Chief
Executive Officer Jean-Paul Clozel, should leave the board.

Actelion fell 45 centimes, or 0.9 percent, to 51.50 Swiss
francs at 11:20 a.m. in Zurich, giving the company a market
value of 6.7 billion francs ($7.3 billion).

Share Price

The share price has quadrupled since Actelion’s initial
public offering 11 years ago, “significantly outperforming its
listed biotech peers,” the company said. Actelion had record
revenue and earnings last year. Elliott is a “relatively new
shareholder” and owns about 6 percent of Actelion’s stock,
according to the company.

A spokesman for Elliott Advisors, the London arm of
Singer’s New York-based firm, didn’t immediately respond to an
e-mail seeking comment.

Elliott’s nominees met with investors in Zurich on March 25
after similar meetings in London and New York. The fund
nominated James Shannon, former head of global development at
Novartis AG (NOVN), as Actelion chairman.

The fund’s other nominees are Robert Hock, a former
investment banker at JPMorgan Chase Co.; Anders Haerfstrand,
former chief executive officer of Swiss drugmaker Nitec Pharma
AG; Hans-Christian Semmler, chief executive at Haupt Pharma AG;
Peter Allen, CEO of ProStrakan Group Plc, and Elmar Schnee, the
former head of pharmaceuticals at Merck KGaA.

Actelion Board

Actelion’s chairman and eight of nine directors are
independent, the company said. Elliott approached two Actelion
board members, Joe Scodari and Carl Feldbaum, and asked them to
effectively endorse the fund’s slate, according to the Actelion
letter, which was signed by all directors. Scodari and Feldbaum
declined to do so, Actelion said.

“They do not believe the candidates proposed by Elliott
have either comparable or better experience or expertise, nor
are they more independent than the current Actelion board of
directors,” the company said.

Actelion got about 85 percent of its 1.93 billion Swiss
francs in revenue last year from sales of Tracleer, which treats
pulmonary arterial hypertension. Macitentan would be a successor
to Tracleer, which begins to lose patent protection in 2015.

To contact the reporter on this story:
Phil Serafino in Paris at
pserafino@bloomberg.net

To contact the editor responsible for this story:
Phil Serafino at pserafino@bloomberg.net