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Novartis tender offer for Advanced Accelerator Applications commences

Novartis International AG /
Novartis tender offer for Advanced Accelerator Applications commences
. Processed and transmitted by Nasdaq Corporate Solutions.
The issuer is solely responsible for the content of this announcement.

Basel, December 7, 2017 -Novartis AG (NYSE: NVS) ("Novartis") today announced
that its direct and indirect subsidiary, Novartis Groupe France S.A., a société
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 9:00 a.m., New York
City time, on the next business day after the Expiration Date.

Novartis has filed 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.

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.

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," "commenced," "offer,"
"will," "subject to," "conditions," or similar expressions, or by express or
implied discussions regarding the potential outcome of the tender offer for
Advanced Accelerator Applications 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. 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 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 2016, the Group achieved
net sales of USD 48.5 billion, while R&D throughout the Group amounted to
approximately USD 9.0 billion. Novartis Group companies employ approximately
121,000 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 and @NovartisCancer at
https://twitter.com/novartiscancer
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

Eric Althoff Kristen Klasey
Novartis Global Media Relations Novartis Division Communications
+41 61 324 7999 (direct) + 862 778 4763  (direct)
+41 79 593 4202 (mobile) +862  754 1732 (mobile)
eric.althoff@novartis.com kristen.klasey@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



Media release (PDF):
http://hugin.info/134323/R/2154505/827763.pdf



This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Novartis International AG via GlobeNewswire



 
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