Advanced Accelerator Applications Announces Completion of Subsequent Offering Period for Novartis Tender Offer
02 February 2018 - 8:05AM
Advanced Accelerator Applications S.A. (NASDAQ:AAAP) (“AAA” or the
“Company”), a Novartis company and a leader in nuclear medicine
theragnostics, today announced that a subsidiary of Novartis AG
(NYSE:NVS) (“Novartis”), Novartis Groupe France S.A. (“Purchaser”),
has completed the subsequent offering period of the tender offer to
purchase all of the outstanding ordinary shares (“Ordinary
Shares”), including Ordinary Shares represented by American
Depositary Shares (“ADSs”), of AAA for a price of USD 41.00 per
Ordinary Share and USD 82.00 per ADS, in each case, payable net to
the seller in cash, without interest (the “Offer”). The
subsequent offering period for the Offer, which commenced on
January 22, 2018, expired as scheduled at 12:00 midnight, New York
City time, on January 31, 2018. According to Novartis, The
Bank of New York Mellon, as ADS tender agent for the Offer, and
Banque Transatlantique S.A., as Ordinary Shares agent for the
Offer, have advised that, as of the expiration of the subsequent
offering period, 95,127,753 Ordinary Shares (including Ordinary
Shares represented by ADSs) were validly tendered during the
initial offering period and the subsequent offering period taken
together, representing approximately 98.7% of all outstanding
Ordinary Shares (including Ordinary Shares represented by
ADSs). Purchaser has accepted for payment and has promptly
paid (or will promptly pay) for all Ordinary Shares and ADSs
validly tendered during the subsequent offering period.
About Advanced Accelerator Applications
S.A.
Advanced Accelerator Applications (NASDAQ:AAAP),
a Novartis company, is an innovative radiopharmaceutical company
developing, producing and commercializing molecular nuclear
medicine theragnostics. AAA’s theragnostic platform is based on
radiolabeling a targeting molecule with either gallium Ga 68 for
diagnostic use, or lutetium Lu 177 for therapy. AAA’s first
theragnostic pairing for neuroendocrine tumors includes diagnostic
drugs NETSPOT® in the US and SomaKit TOC® in Europe; and
therapeutic LUTATHERA® (USAN: lutetium Lu 177 dotatate/INN:
lutetium (177Lu) oxodotreotide). Additional theragnostics in
development target gastrointestinal stromal tumors (GIST), and
prostate and breast cancer. AAA is also an established leader in
molecular nuclear diagnostic radiopharmaceuticals for PET and
SPECT, mainly used in clinical oncology, cardiology and neurology.
Headquartered in Saint-Genis-Pouilly, France, AAA currently has 20
production and R&D facilities, and more than 600 employees in
13 countries (France, Italy, the UK, Germany, Switzerland, Spain,
Poland, Portugal, The Netherlands, Belgium, Israel, the US and
Canada). AAA reported sales of €109.3 million in 2016 (+23% vs.
2015) and €106.4 million for the first 9 months of 2017 (+31% vs.
first 9 months of 2016). AAA is listed on the Nasdaq Global Select
Market under the ticker “AAAP”. For more information, please visit:
www.adacap.com.
Additional Information
This announcement is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell securities. On December 7, 2017, Purchaser and
Novartis filed a Tender Offer Statement on Schedule TO with the SEC
and AAA filed the Schedule 14D-9 with the SEC, in each case with
respect to the Offer. The Tender Offer Statement (including
the Offer to Purchase, accompanying Ordinary Share Acceptance Form
and American Depositary Receipts letter of transmittal and other
offer documents) and the Solicitation/Recommendation Statement
contain important information that should be read carefully 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 AAA 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 may
be obtained for free under the “Investors—Financial Data” section
of Novartis website at
https://www.novartis.com/investors/financial-data/sec-filings. The
Schedule 14D-9 and such other documents may be obtained for
free from the Company under the “Investor Relations” section of the
Company's website at http://investorrelations.adacap.com/.
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,” “will,” or similar
expressions, or by express or implied discussions regarding the
potential outcome of the tender offer for AAA 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. 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; 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
AG’s 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.
Contacts:
AAA Corporate Communications Rachel
LevineDirector of Communications rachel.levine@adacap.comTel: +
1-212-235-2395
AAA Investor Relations Jordan Silverstein Head
of Investor Relations jordan.silverstein@adacap.com Tel: +
1-212-235-2394
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