Date: 2018-05-15
Type of information: Company acquisition
Acquired company: Avexis (USA - IL)
Acquiring company: Novartis (Switzerland)
Amount: $ 8.7 billion
Terms:
- • On May 15, 2018, Novartis announced that it has completed the acquisition of AveXis through the consummation of a merger of its indirect wholly-owned subsidiary, Novartis AM Merger Corporation, with and into AveXis without a vote of the AveXis stockholders in accordance with Section 251(h) of the Delaware General Corporation Law. In the merger, each share of AveXis common stock outstanding immediately prior to the effective time of the merger (other than shares owned by Novartis, Merger Sub, AveXis or any subsidiary of Novartis or AveXis or by any AveXis stockholders who properly perfected their appraisal rights under the DGCL) has been converted into the right to receive $ 218.00 per share, net to the seller in cash, without interest and subject to any tax withholding. As a result of the merger, AveXis became an indirect wholly-owned subsidiary of Novartis and AveXis' shares have ceased to be traded on the NASDAQ Global Select Market.
- • On May 15, 2018, Novartis announced the successful completion of the previously announced tender offer by its indirect wholly-owned subsidiary, Novartis AM Merger Corporation for all the outstanding shares of common stock, par value $0.0001 per share, of AveXis, at a price of $ 218.00 per share, net to the seller in cash, without interest and subject to any tax withholding.
- • On May 1, 2018, Novartis announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to Novartis' cash tender offer for AveXis has expired. As previously announced, Novartis and Novartis AM Merger Corporation, its indirect wholly-owned subsidiary commenced a tender offe,r on April 17, 2018 for all of the outstanding shares of common stock of AveXis for $ 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.
- • On April 17, 2018, Novartis announced that its indirect wholly-owned subsidiary, Novartis AM Merger Corporation, a Delaware corporation, has commenced a cash tender offer to purchase all the outstanding shares of common stock, par value $0.0001 per share, of AveXis for a price of $ 218.00 per share, net to the seller in cash, without interest and subject to any tax withholding.
- • On April 9, 2018, Novartis announced that it has entered into an agreement and plan of merger with AveXis, to acquire the US-based Nasdaq-listed clinical stage gene therapy company for $ 218 per share or a total of $ 8.7 billion in cash. The transaction was unanimously approved by the Boards of both companies. The transaction is expected to close in mid 2018, pending the successful fulfilment of the tender offer and all other closing conditions. On completion, Novartis plans a smooth transition of operations and the integration of AveXis' talented and dedicated employees to continue the mission of bringing AVXS-101 to patients worldwide.
Details:
- AveXis is a clinical-stage gene therapy company, dedicated to developing and commercializing novel treatments for patients suffering from rare and life-threatening neurological genetic diseases. Its initial product candidate, AVXS-101, is currently in development for the treatment of spinal muscular atrophy, or SMA, Type 1, the leading genetic cause of infant mortality, and SMA Types 2 and 3. AVXS-101 has potential to be first-ever one-time gene replacement therapy for SMA. The FDA has granted AVXS-101 Orphan Drug Designation for the treatment of all types of SMA and Breakthrough Therapy Designation, as well as Fast Track Designation for the treatment of SMA Type 1.
- AVXS-101 showed life-saving efficacy, with all 15 infants treated event free at 20 months compared with an event-free survival rate of 8 percent in an historical cohort (NEJM, November 2017).
- AveXis also offers state of the art AAV9 gene therapy manufacturing capabilities and valuable R&D capabilities, which in addition to AVXS-101, includes other pipeline products for Rett Syndrome (RTT) and a genetic form of amyotrophic lateral sclerosis (ALS) caused by mutations in the superoxide dismutase 1 (SOD1) gene. AAV9 is considered to be a clinically proven gene delivery platform for diseases of the central nervous system (CNS).
Related: Gene therapy - Neurodegenerative diseases - CNS diseases
Is general: Yes
