Novartis AG (NYSE: NVS) ("Novartis") today announced that its direct and indirect subsidiary, Novartis Groupe France S.A., a sociÚtÚ anonyme organized under the laws of France ("Purchaser"), has commenced a cash tender offer to purchase all of the outstanding ordinary shares, nominal value EUR 0.10 per share (each, an "Ordinary Share" and, collectively, the "Ordinary Shares"), including Ordinary Shares represented by American Depositary Shares (each of which represents two Ordinary Shares) (each, an "ADS" and, collectively, the "ADSs" and, together with the Ordinary Shares, the "Company Shares"), of Advanced Accelerator Applications (NASDAQ: AAAP) ("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 thereof in cash, without interest, less any withholding taxes that may be applicable (the "Offer"). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 7, 2017 (the "Offer to Purchase"), the accompanying Ordinary Share Acceptance Form and ADS Letter of Transmittal, and pursuant to the terms of the previously announced Memorandum of Understanding, dated as of October 28, 2017, by and between Novartis and AAA, as amended on December 5, 2017 (the "MoU").
The Offer will expire at 12:00 midnight, New York City time, on January 19, 2018 (which is the end of the day on January 19, 2018), 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 no later than 9:00áa.m., New York City time, on the next business day after the Expiration Date.
Novartis has filed a Tender Offer Statement on ScheduleáTO with the United States Securities and Exchange Commission (the "SEC"). The Offer to Purchase contained within the ScheduleáTO sets out the full terms and conditions of the Offer.
AAA has also filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the SEC, which includes, among other things, the recommendation of the AAA board of directors that AAA’s shareholders accept the Offer and tender all of their Company Shares pursuant to the Offer.
The Offer is subject to the satisfaction or waiver of certain conditions, including (i) immediately prior to the expiration of the Offer (as extended in accordance with the MoU), the number of Ordinary Shares (including Ordinary Shares represented by ADSs) validly tendered pursuant to the Offer (and not properly withdrawn prior to the expiration of the Offer), together with the Ordinary Shares then beneficially owned by Novartis or Purchaser (if any), represents at least 80% of (a) all of the Ordinary Shares (including Ordinary Shares represented by ADSs) then outstanding (including any Ordinary Shares held in escrow), plus (b) as more fully described in the Schedule TO, all of the Ordinary Shares issuable upon the exercise, conversion or exchange of any options, warrants, convertible notes, stock appreciation rights, or other rights to acquire Ordinary Shares then outstanding, regardless of whether or not then vested, plus (c) any Ordinary Shares issuable pursuant to the existing arrangement with the former shareholders of BioSynthema Inc., (ii) the receipt of approvals from applicable regulatory authorities, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the non-existence of certain types of judgments, decisions, orders, or other authoritative measures that could impede the consummation of the Offer, and (iv) the absence of a Material Adverse Effect (as defined in the MoU) with respect to AAA and its subsidiaries. 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 Novartis in the Offer. The Bank of New York Mellon is acting as the depositary and tender agent for the ADSs in the Offer, and Banque Transatlantique S.A. is acting as the centralizing, paying and transfer agent for the Ordinary Shares in the Offer. Requests for documents and questions by Holders in the U.S. and Canada regarding the relating to the Offer may be directed to Innisfree M&A Incorporated by telephone at 1 (888) 750-5834 (toll free). Holders outside the U.S. and Canada should call Lake Isle M&A Incorporated, a wholly-owned subsidiary of the Innisfree M&A Incorporated, at +44-20-7710-9960.
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 ScheduleáTO Tender Offer Statement and related materials may be obtained for free under the "Investors-Financial Data" section of Novartis website at www.novartis.com/investors/financial-data/sec-filings. The Scheduleá14D-9 and such other documents may be obtained for free from the Company under the "Investor Relations" section of the Company’s website at investorrelations.adacap.com/ .