0K9E Novartis Ag

 
TIDMNOVN 
 
 
   Basel, December 5, 2019 -- Novartis AG (NYSE: NVS) ("Novartis") today 
announced that its indirect wholly-owned subsidiary, Medusa Merger 
Corporation, a Delaware corporation ("Purchaser"), has commenced a cash 
tender offer to purchase all of the outstanding shares of common stock, 
par value USD 0.001 per share, of The Medicines Company (NASDAQ: MDCO) 
for a price of USD 85.00 per share, net to the seller in cash, without 
interest and subject to any tax withholding (the "Offer").  The Offer is 
being made upon the terms and subject to the conditions set forth in the 
Offer to Purchase, dated December 5, 2019, and the related Letter of 
Transmittal and pursuant to the terms of the previously announced 
Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger 
Agreement"), among Novartis, Purchaser and The Medicines Company. 
 
   The Offer will expire at 12:00 midnight, New York City time, at the end 
of the day on January 3, 2020, unless extended (the latest time and date 
at which the Offer will expire, the "Expiration Date").  Any extension 
of the Offer will be followed by public announcement of the extension by 
press release or other public announcement before 9:00 a.m., New York 
City time, on the next business day after the Expiration Date. 
 
   Novartis will file today a Tender Offer Statement on Schedule TO with 
the United States Securities and Exchange Commission (the "SEC").  The 
Offer to Purchase contained within the Schedule TO sets out the full 
terms and conditions of the Offer. 
 
   The Medicines Company will file today a Solicitation/Recommendation 
Statement on Schedule 14D-9 with the SEC, which includes, among other 
things, the recommendation of The Medicines Company board of directors 
that The Medicines Company's stockholders accept the Offer and tender 
their shares of The Medicines Company common stock pursuant to the 
Offer. 
 
   The Offer is subject to customary closing conditions, including the 
tender of at least a majority of the outstanding shares of The Medicines 
Company common stock and the expiration or termination of the applicable 
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 
1976.  The Offer is subject to other important conditions set forth in 
the Offer to Purchase.  The Offer is not subject to a financing 
condition. 
 
   Innisfree M&A Incorporated is acting as information agent for Purchaser 
in the Offer.  American Stock Transfer & Trust Company, LLC is acting as 
the depositary and paying agent in the Offer.  Requests for documents 
and questions by stockholders relating to the Offer may be directed to 
Innisfree M&A Incorporated by telephone at 1 (888) 750-5834 (toll free). 
 
   Additional Information 
 
   This press release is neither an offer to purchase nor a solicitation of 
an offer to sell securities.  On December 5, 2019, Purchaser and 
Novartis will file a Tender Offer Statement on Schedule TO with the SEC 
and The Medicines Company will file a Solicitation/Recommendation 
Statement on Schedule 14D-9 with the SEC, in each case with respect to 
the Offer.  The Tender Offer Statement (including the Offer to Purchase, 
the related Letter of Transmittal and other offer documents) and the 
Solicitation/Recommendation Statement contain important information that 
should be read carefully when they become available and considered 
before any decision is made with respect to the Offer.  Those materials 
and all other documents filed by, or caused to be filed by, Novartis, 
Purchaser or The Medicines Company with the SEC will be available at no 
charge on the SEC's website at www.sec.gov.  The Schedule TO Tender 
Offer Statement and related materials will be available for free under 
the "Investors -- Financial Data -- SEC Filings" section of Novartis' 
website at 
https://www.novartis.com/investors/financial-data/sec-filings.  The 
Schedule 14D-9 Solicitation/Recommendation Statement and such other 
documents will be available for free from The Medicines Company under 
the "Investors & Media" section of The Medicines Company's website at 
https://www.themedicinescompany.com/investor/financial/. 
 
   Disclaimer 
 
   This press release contains forward-looking statements within the 
meaning of the United States Private Securities Litigation Reform Act of 
1995, that can generally be identified by words such as "tender offer," 
"commences," "commenced," "to purchase," "offer," "will," "subject to," 
"conditions," "unless extended," or similar expressions, or by express 
or implied discussions regarding the potential outcome of the tender 
offer for The Medicines Company being commenced 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. 
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 other closing 
conditions, including a potential failure of sufficient shares to be 
tendered; 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 the SEC.  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 as a 
result of new information, future events or otherwise. 
 
   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. 
 
   Novartis is on Twitter. Sign up to follow @Novartis at 
http://twitter.com/novartisnews 
 
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www.novartis.com/news/media-library 
 
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media.relations@novartis.com 
 
   # # # 
 
   Novartis Media Relations 
 
   E-mail: media.relations@novartis.com 
 
 
 
 
Anja von Treskow                   Meghan O'Donnell 
 Novartis External Communications   Global Head, Cardio-Renal-Metabolism Communications 
 +41 61 324 2279 (direct)           and Patient Advocacy 
 +41 79 392 8697 (mobile)           +41 61 324 9136 (direct) 
 anja.von_treskow@novartis.com      +41 79 797 9102 (mobile) 
                                    meghan.odonnell@novartis.com 
 
   Eric Althoff 
 
   Novartis US Communications 
 
   +1 646 438 4335 (mobile) 
 
   eric.althoff@novartis.com 
 
   Novartis Investor Relations 
 
   Central investor relations line: +41 61 324 7944 
 
   E-mail: investor.relations@novartis.com 
 
 
 
 
Central                                   North America 
Samir Shah               +41 61 324 7944  Sloan Simpson  +1 862 778 5052 
Pierre-Michel Bringer    +41 61 324 1065 
 Thomas Hungerbuehler    +41 61 324 8425 
 Isabella Zinck          +41 61 324 7188   Cory Twining  +1 862 778 3258 
 
 
 
 
 
 
 

(END) Dow Jones Newswires

December 05, 2019 01:00 ET (06:00 GMT)

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