Novartis completes tender offer for all outstanding shares of The Medicines Company

  • Patients & Caregivers
  • Healthcare Professionals
  • Society & ESG

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2020 (the "Expiration Time"), the expiration of the tender offer, (i) 60,669,325 shares were validly tendered and not withdrawn in the tender offer, representing approximately 75.0% of the outstanding shares of the Company’s common stock, and (ii) Notices of Guaranteed Delivery had been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  On January 4, 2020, Purchaser accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares.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.