NOVARTIS AG CHF0.50(REGD) Novartis Completes Tender Offer For All Outstanding Shares Of The Medicines Company

 
TIDMNOVN 
 
 
   Basel, January 6, 2020 -- Novartis AG (NYSE: NVS) ("Novartis") today 
announced the successful completion of the previously announced tender 
offer by its indirect wholly-owned subsidiary, Medusa Merger Corporation 
("Purchaser"), for all of the outstanding shares of common stock, par 
value USD 0.001 per share, of The Medicines Company (NASDAQ: MDCO) (the 
"Company") at a price of USD 85.00 per share, net to the seller in cash, 
without interest and subject to any tax withholding. 
 
   American Stock Transfer & Trust Company, LLC, the depositary for the 
tender offer, has advised Purchaser that, as of 12:00 midnight, New York 
City time, at the end of the day on Friday, January 3, 2020 (the 
"Expiration Time"), the expiration of the tender offer, (i) 60,669,325 
shares were validly tendered and not withdrawn in the tender offer, 
representing approximately 75.0% of the outstanding shares of the 
Company's common stock, and (ii) Notices of Guaranteed Delivery had been 
delivered with respect to 13,655,837 additional shares, representing 
approximately 16.9% of the outstanding shares of the Company's common 
stock.  On January 4, 2020, Purchaser accepted for payment all shares 
validly tendered and not withdrawn and will promptly pay for such 
shares. 
 
   Novartis will promptly complete its acquisition of the Company through 
consummation of a merger of Purchaser with and into the Company, with 
the Company surviving the merger, without a vote of the Company's 
stockholders in accordance with Section 251(h) of the Delaware General 
Corporation Law. Following the merger, the Company will be an indirect 
wholly-owned subsidiary of Novartis, and each share of the Company's 
common stock outstanding immediately prior to the effective time of the 
merger (other than shares owned by Novartis, Purchaser, the Company, any 
other subsidiary of Novartis or any subsidiary of the Company, or shares 
that are held in the Company's treasury, or shares held by any Company 
stockholder who has properly demanded and perfected appraisal rights 
under Delaware law) will be converted into the right to receive USD 
85.00 per share, net to the seller in cash, without interest and subject 
to any tax withholding, the same consideration received by stockholders 
who tendered their shares in the tender offer. As a result of the merger, 
as of January 6, 2020, the Company common stock will cease to be traded 
on the NASDAQ Global Select Market. 
 
   Disclaimer 
 
   This press release contains forward-looking statements within the 
meaning of the United States Private Securities Litigation Reform Act of 
1995. Forward-looking statements can generally be identified by words 
such as "will," "promptly," "complete," "subject to," "expanding," 
"growing," "potentially," "first-in-class," "pipeline" or similar terms, 
or by express or implied discussions regarding the proposed acquisition 
of the Company by Novartis. You should not place undue reliance on these 
statements. Such forward-looking statements are based on our current 
beliefs and expectations regarding future events, and are subject to 
significant known and unknown risks and uncertainties. Should one or 
more of these risks or uncertainties materialize, or should underlying 
assumptions prove incorrect, actual results may vary materially from 
those set forth in the forward-looking statements. There can be no 
guarantee that the proposed acquisition described in this press release 
will be completed, or that it will be completed as currently proposed, 
or at any particular time.  Neither can there be any guarantee that 
Novartis or The Medicines Company's product, inclisiran, will achieve 
any particular future financial results, or that Novartis will be able 
to realize any of potential strategic benefits, synergies or 
opportunities as a result of the proposed acquisition.  Nor can there be 
any guarantee that inclisiran will be submitted or approved for sale in 
any market, or at any particular time.  Neither can there be any 
guarantee that such product will be successfully commercialized even if 
regulatory approvals are obtained. Nor can there be any guarantee that 
Entresto will be commercially successful in the future. In particular, 
our expectations could be affected by, among other things:  regulatory 
actions or delays or government regulation generally, including 
potential regulatory actions or delays relating to the completion of the 
potential acquisition described in this release, as well as potential 
regulatory actions or delays with respect to the development of 
inclisiran; potential failures to meet remaining closing conditions; the 
potential that the strategic benefits, synergies or opportunities 
expected from the proposed acquisition may not be realized or may take 
longer to realize than expected; the successful integration of The 
Medicines Company into the Novartis Group subsequent to the closing of 
the transaction and the timing of such integration; potential adverse 
reactions to the proposed transaction by customers, suppliers or 
strategic partners; dependence on key personnel of The Medicines 
Company; dependence on third parties to fulfill manufacturing and supply 
obligations; the uncertainties inherent in the research and development 
of new healthcare products, including clinical trial results and 
additional analysis of existing clinical data; our ability to obtain or 
maintain proprietary intellectual property protection; safety, quality, 
data integrity or manufacturing issues; global trends toward health care 
cost containment, including government, payer and general public pricing 
and reimbursement pressures and requirements for increased pricing 
transparency; the particular prescribing preferences of physicians and 
patients; uncertainties regarding actual or potential legal proceedings, 
including, among others, potential legal proceedings with respect to the 
proposed acquisition; and other risks and factors referred to in 
Novartis' current Form 20-F on file with United States Securities and 
Exchange Commission. Novartis is providing the information in this press 
release as of this date and does not undertake any obligation to update 
any forward-looking statements contained in this press release as a 
result of new information, future events or otherwise. 
 
   About Novartis in Cardiovascular-Renal-Metabolism 
 
   Bending the curve of life requires addressing some of society's biggest 
public health concerns. Novartis has an established and expanding 
presence in diseases covering the heart, kidney and metabolic system. In 
addition to essential treatment Entresto(R) (sacubitril/valsartan), 
Novartis has a growing pipeline of potentially first-in-class molecules 
addressing cardiovascular, metabolic and renal diseases. 
 
   About Novartis 
 
   Novartis is reimagining medicine to improve and extend people's lives. 
As a leading global medicines company, we use innovative science and 
digital technologies to create transformative treatments in areas of 
great medical need. In our quest to find new medicines, we consistently 
rank among the world's top companies investing in research and 
development. Novartis products reach more than 750 million people 
globally and we are finding innovative ways to expand access to our 
latest treatments. About 109,000 people of more than 140 nationalities 
work at Novartis around the world. Find out more at www.novartis.com. 
 
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   # # # 
 
   Novartis Media Relations 
 
   E-mail: [e-mail] 
 
 
 
 
Anja von Treskow                   Meghan O'Donnell 
 Novartis External Communications   Global Head, Cardio-Renal-Metabolism Communications 
 [phone] (direct)           and Patient Advocacy 
 [phone] (mobile)           [phone] (direct) 
 [e-mail]      [phone] (mobile) 
 Eric Althoff                       [e-mail] 
 Novartis US Communications 
 [phone] (mobile) 
 [e-mail] 
 
   Novartis Investor Relations 
 
   Central investor relations line: [phone] 
 
   E-mail: [e-mail] 
 
 
 
 
Central                                   North America 
Samir Shah               [phone]  Sloan Simpson  [phone] 
Pierre-Michel Bringer    [phone] 
 Thomas Hungerbuehler    [phone] 
 Isabella Zinck          [phone]   Cory Twining  [phone] 
 
 
 
 
 
 
 
 
 

(END) Dow Jones Newswires

January 06, 2020 01:00 ET (06:00 GMT)

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