Novartis buys additional 51.7% stake in Speedel and announces plans
to acquire remaining shares in a mandatory public tender offer
Corporate news announcement processed and transmitted by Hugin ASA.
The issuer is solely responsible for the content of this
announcement.
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* Novartis and Speedel have a long-standing collaboration based on
financial support for Speedel creation in 1998 and development of
Tekturna/Rasilez
* Speedel pipeline provides access to many R&D projects targeting
cardiovascular disease, including a range of direct renin
inhibitors
* Ownership of Speedel provides greater flexibility and speed in
development of Tekturna/Rasilez and also ends royalty and
manufacturing fee payments
* After acquiring a 51.7% stake directly from major Speedel
shareholders for CHF 130 per share in cash, Novartis now holds
61.4% of Speedel
* Novartis will commence a mandatory tender offer to acquire the
remaining Speedel shares at the same price
THIS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES OF SPEEDEL
* Novartis and Speedel have a long-standing collaboration based on
financial support for Speedel creation in 1998 and development of
Tekturna/Rasilez
* Speedel pipeline provides access to many R&D projects targeting
cardiovascular disease, including a range of direct renin
inhibitors
* Ownership of Speedel provides greater flexibility and speed in
development of Tekturna/Rasilez and also ends royalty and
manufacturing fee payments
* After acquiring a 51.7% stake directly from major Speedel
shareholders for CHF 130 per share in cash, Novartis now holds
61.4% of Speedel
* Novartis will commence a mandatory tender offer to acquire the
remaining Speedel shares at the same price
Basel, July 10, 2008 - Novartis announced today the purchase of an
additional 51.7% stake in Speedel Holding Ltd. (SWX: SPPN) and plans
to acquire the remaining shares in the Swiss biopharmaceutical
company through a mandatory public tender offer.
Novartis has a long-standing collaboration with Speedel, whose R&D
pipeline is a strong fit with the leading global position of Novartis
in cardiovascular disease. The full acquisition of Speedel, excluding
the 9.7% stake held by Novartis before these transactions, is
expected to cost CHF 907 million (or about USD 880 million).
"This step is a natural development in our collaboration, one that
has created a successful breakthrough approach to helping patients
with cardiovascular disease," said Joseph Jimenez, CEO of Novartis
Pharma AG. "With the integration of Speedel into Novartis, we can
accelerate development of Tekturna/Rasilez, particularly in
combination with other medicines, and further advance Speedel's
pipeline of novel compounds."
In 1998, Novartis provided funding for Speedel and rights to
early-stage development of Tekturna/Rasilez (aliskiren). These rights
were reacquired in 2002, and Novartis conducted out Phase III trials
that led to US and European approvals in 2007 as the first new type
of high blood pressure medicine - known as direct renin inhibitors -
in more than a decade.
Speedel's pipeline targets hypertension and builds on the promise of
direct renin inhibitors seen with Tekturna/Rasilez. Follow-on direct
renin inhibitor projects include SPP635 (Phase II) as well as SPP1148
and SPP676 (Phase I). Other projects include SPP2745, a preclinical
compound in the aldosterone synthase inhibitor class being
investigated for potential benefits in treating patients with various
cardiovascular diseases.
Renin is the key enzyme at the top of the Renin Angiotensin System
(RAS), an important regulator of blood pressure. Direct renin
inhibition is believed to provide additional benefits - including
end-organ protection - beyond current therapies for patients
suffering from cardiovascular diseases such as high blood pressure,
chronic renal failure and congestive heart failure. High blood
pressure and its effects are the world's No. 1 killer and affects
about one billion people worldwide, according to the American Heart
Association.
Known as Tekturna in the US and Rasilez in the rest of the world,
this medicine will continue to benefit from the unrivaled position of
Novartis in cardiovascular disease thanks to a portfolio that
includes Diovan (valsartan) - the world's top-selling branded high
blood pressure medicine - and one of the industry's most highly rated
sales forces.
Various single-tablet therapies are being developed that combine
Tekturna/Rasilez with other high blood pressure medicines. A
combination with a diuretic was approved in the US, with a European
submission awaiting approval. Another combination in development
involves Diovan, the leader in the angiotensin receptor blocker (ARB)
class.
The ASPIRE HIGHER program, which was initiated by Novartis, involves
14 clinical trials underway to explore the potential of direct renin
inhibition in cardiovascular disease and end-organ protection. First
results are expected to become available in 2011/2012.
Following the acquisition, Novartis will have greater flexibility and
speed in the development of Tekturna/Rasilez and no longer make
royalty and other manufacturing fee payments to Speedel.
Transaction terms
On July 9, 2008, Novartis acquired an additional 51.7% stake in
Speedel through a series of off-exchange transactions with major
Speedel shareholders for CHF 130 per share in cash. These included a
21.5% stake from Dr. Alice Huxley, a co-founder of Speedel and the
company's CEO. Novartis now holds 4.8 million shares of Speedel, or
61.4% of the outstanding Speedel shares. As of June 30, 2008, Speedel
had 7.8 million registered outstanding shares (or a total of 7.9
million shares on a fully diluted basis).
In accordance with Swiss law, Novartis will commence a mandatory
tender offer to acquire the remaining shares of Speedel. All
participating shareholders will be offered the same price of CHF 130
per share in cash. This represents an 80% premium to the
volume-weighted average price of Speedel's shares for the 60 trading
days prior to this announcement, which was CHF 72.19 per share.
Total acquisition costs are estimated at CHF 907 million (or about
USD 880 million). This comprises USD 928 million to acquire the fully
diluted share capital of Speedel (excluding 9.7% already owned by
Novartis) and costs to redeem Speedel's convertible bonds at a
required 16% premium to face value, less Speedel's estimated current
cash. This transaction will be financed through the Group's financial
resources. Speedel's activities are planned to be integrated into
Novartis, with anticipated annual cost synergies of approximately USD
30 million achieved within two years after closing.
Disclaimer
This release contains certain forward-looking statements relating to
the proposed acquisition by Novartis of shares in Speedel and to the
respective businesses of Novartis and Speedel. Such forward-looking
statements are not historical facts and can generally be identified
by the use of forward-looking terminology such as "expected", "will",
"estimated", "would", "could", "potential", "may", "opportunities",
"pipeline", "further advance" or similar expressions, or by express
or implied discussions regarding potential future sales or earnings
of Novartis; or by discussions of strategy, plans, expectations or
intentions or potential synergies, strategic benefits or
opportunities that may result from the proposed acquisition. Such
forward-looking statements reflect the current plans, expectations,
objectives, intentions or views of Novartis with respect to future
events and involve known and unknown risks, uncertainties and other
factors that may cause actual results to be materially different from
any future results, performance or achievements expressed or implied
by such statements. In particular, there can be no guarantee that the
proposed acquisition will be completed in the expected form or within
the expected time frame or at all. Nor can there be any guarantee
that Novartis will achieve any particular future financial results or
future growth rates or that Novartis will be able to realize any of
the potential synergies, strategic benefits or opportunities as a
result of the proposed acquisition. Among other things, the
expectations of Novartis could be affected by unexpected regulatory
actions or delays or government regulation generally, as well as
other risks and factors referred to in Novartis AG's Forms 20-F on
file with the US Securities and Exchange Commission. Novartis is
providing the information in this 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.
This announcement is not an offer to purchase or the solicitation of
an offer to sell shares of Speedel. Any offers to purchase or
solicitation of offers to sell will be made only pursuant to a formal
offer by Novartis. Shareholders are strongly advised to read the
terms of the offer carefully when they are available because they
will contain important information. Neither the offer to purchase
will be made to, nor will tenders pursuant to the offer to purchase
be accepted from or on behalf of, holders of shares in any
jurisdiction in which making or accepting the offer to purchase would
violate that jurisdiction's laws.
About Speedel
Speedel is a Swiss biopharmaceutical company and world leader in
developing renin inhibition, a promising new approach with
significant potential for treating cardiovascular diseases.
Approximately 80 employees are located at headquarters and
laboratories in Basel, Switzerland, as well as at offices in New
Jersey and Tokyo. Speedel was founded in 1998 as a private company
and listed on the SWX Swiss Exchange in September 2005. Further
information is available at www.speedel.com.
About Novartis
Novartis provides healthcare solutions that address the evolving
needs of patients and societies. Focused on growth areas in
healthcare, Novartis offers a diversified portfolio to best meet
these needs: innovative medicines, cost-saving generic
pharmaceuticals, preventive vaccines and diagnostic tools, and
consumer health products. Novartis is the only company with leading
positions in these areas. In 2007, the Group's continuing operations
(excluding divestments in 2007) achieved net sales of USD 38.1
billion and net income of USD 6.5 billion. Approximately USD 6.4
billion was invested in R&D activities throughout the Group.
Headquartered in Basel, Switzerland, Novartis Group companies employ
approximately 98,000 full-time associates and operate in over 140
countries around the world. For more information, please visit
http://www.novartis.com.
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