UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated May 1, 2018
(Commission File No. 1-15024)
____________________
Novartis AG
(Name of Registrant)
Lichtstrasse 35
4056 Basel
Switzerland
(Address of Principal Executive Offices)
____________________
Indicate by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Form 20-F: ☒
|
|
Form 40-F: ☐
|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information contained
in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.
|
|
Novartis International AG
Novartis Global Communications
CH-4002 Basel
Switzerland
http://www.novartis.com
|
MEDIA
RELEASE • COMMUNIQUE AUX MEDIAS • MEDIENMITTEILUNG
Novartis provides update on proposed acquisition of
AveXis
Basel, May 1, 2018 —
Novartis AG (NYSE: NVS) (“Novartis”)
today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR
Act”) applicable to Novartis’ cash tender offer for AveXis, Inc. (NASDAQ: AVXS) (“AveXis”) has expired.
As previously announced, Novartis and Novartis AM Merger Corporation, its
indirect wholly- owned subsidiary (“Purchaser”), commenced a tender offer on April 17, 2018 for all of the outstanding
shares of common stock of AveXis for USD 218.00 net to the seller in cash, without interest thereon and subject to applicable withholding
taxes. The expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of
the pending acquisition. The tender offer and withdrawal rights thereunder are scheduled to expire at 12:00 midnight New York City
time at the end of the day of Monday, May 14, 2018, unless the offer is extended. Consummation of the tender offer remains subject
to other customary conditions, including satisfaction of the minimum tender condition, under the Agreement and Plan of Merger dated
April 6, 2018 entered into by Novartis, Purchaser and AveXis.
Additional Information
This press release is neither an offer
to
purchase nor a solicitation of an offer to sell securities. On April 17, 2018, Purchaser and Novartis
filed a Tender Offer Statement on Schedule TO with the SEC and AveXis filed a 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 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 AveXis with the SEC are available at no charge on the SEC’s website at www.sec.gov. The Schedule TO Tender Offer Statement
and related materials are available 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 are be available
for free from AveXis under the “Investor + Media” section of AveXis’ website at http://investors.avexis.com/phoenix.zhtml?c=254285&p=irol-IRHome.
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
“proposed,”
“tender offer,” “commenced,” “subject to,” “scheduled,” “unless,” “offer,”
“conditions,” or similar expressions, or by express or implied discussions regarding the potential outcome of the acquisition
of AveXis 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
Page
2
of 2
of the potential acquisition described in
this release; potential failures to meet other closing conditions, including satisfaction of the minimum tender condition, under
the Agreement and Plan of Merger dated April 6, 2018 entered into by Novartis, Purchaser and AveXis; 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 US 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 as a result of new information, future events or otherwise.
About Novartis
Novartis provides innovative healthcare
solutions that address the evolving needs of patients and societies. Headquartered in Basel, Switzerland, Novartis offers a diversified
portfolio to best meet these needs: innovative medicines, cost-saving generic and biosimilar pharmaceuticals and eye care. Novartis
has leading positions globally in each of these areas. In 2017, the Grou
p achieved net sales of USD
49.1 billion, while R&D throughout the Group amounted to approximately USD 9.0 billion. Novartis Group companies employ approximately
124,000 full-time-equivalent associates. Novartis products are sold in approximately 155 countries around the world. For more
information, please visit http://www.novartis.com.
Novartis is on Twitter.
Sign up to follow @Novartis at http://twitter.com/novartis
For Novartis multimedia
content, please visit www.novartis.com/news/media-library
For questions about
the site or required registration, please contact media.relations@novartis.com
# # #
Novartis Media Relations
Central media line
:
+41 61 324 2200
E-mail: media.relations@novartis.com
Paul Barrett
|
Antonio Ligi
|
Novartis Global External Communications
|
Novartis Global External Communications
|
+41 61 324 5224 (direct)
|
+41 61 324 1374 (office)
|
+41 79 797 8137 (mobile)
|
+41 79 723 3681 (mobile)
|
paul.barrett@novartis.com
|
antonio.ligi@novartis.com
|
Eric Althoff
Novartis Global
External Communications
+41 61 324 7999
(office)
+41 79 593 4202
(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
|
Richard Pulik
|
+1 212 830 2448
|
Pierre-Michel Bringer
|
+41 61 324 1065
|
Cory Twining
|
+1 212 830 2417
|
Thomas Hungerbuehler
|
+41 61 324 8425
|
|
|
Isabella Zinck
|
+41 61 324 7188
|
|
|
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
Novartis AG
|
|
|
|
|
|
|
|
|
|
Date: May 1, 2018
|
By:
|
/s/ PAUL
PENEPENT
|
|
|
Name:
|
Paul Penepent
|
|
|
Title:
|
Head Group Financial Reporting and
Accounting
|
Novartis Ag Basel Namen ... (PK) (USOTC:NVSEF)
Historical Stock Chart
From Jun 2024 to Jul 2024
Novartis Ag Basel Namen ... (PK) (USOTC:NVSEF)
Historical Stock Chart
From Jul 2023 to Jul 2024