On June 12, 2023, Chinook Therapeutics, Inc. (the Company) issued a press release announcing updated interim results from its zigakibart
(BION-1301) Phase 1/2 trial for patients with IgA Nephropathy (IgAN).
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Important Additional Information
Forward-Looking Statements
In addition to
historical information, this communication contains forward-looking statements within the meaning of applicable securities law, including statements regarding the advancement of its product candidates and product pipeline, and the clinical
development of its product candidates, including expectations regarding the results of clinical trials. In addition, when used in this communication, the words will, expects, could, would,
may, anticipates, intends, plans, believes, seeks, targets, estimates, looks for, looks to, continues and similar
expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this communication involves risks and uncertainties that could
cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: expected revenues, cost savings, synergies and other benefits from the
proposed merger might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to employee retention, might be greater than expected; the requisite regulatory
approvals and clearances for the proposed transaction may be delayed or may not be obtained (or may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed merger); the
requisite approval of Company stockholders may be delayed or may not be obtained, the other closing conditions to the proposed merger may be delayed or may not be obtained, or the merger agreement may be terminated; business disruption may occur
following or in connection with the proposed merger; Novartis AG (Novartis) or the Companys businesses may experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain
relationships with employees, other business partners or governmental entities; the milestones for the proposed CVRs may not be achieved; the possibility that the proposed merger is more expensive to complete than anticipated, including as a result
of unexpected factors or events; and diversion of managements attention from ongoing business operations and opportunities as a result of the proposed merger or otherwise. Additional factors that may affect the future results of Novartis and
the Company are set forth in their respective filings with the U.S. Securities and Exchange Commission (the SEC), including in the most recently filed annual report of Novartis on
Form 20-F, subsequently filed Current Reports on Form 6-K and other filings with the SEC, which are available on the SECs website at
www.sec.gov, and the Companys most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SECs website at www.sec.gov. The risks described in this communication and in Novartis and the Companys filings with the SEC
should be carefully reviewed. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are made. Novartis and the Company undertake no obligation to publicly release any revisions to the
forward-looking statements or reflect events or circumstances after the date of this communication, except as required by law.
No Offer or
Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of
any vote or approval with respect to the proposed merger or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In
connection with the proposed merger between Novartis and the Company, Novartis and the Company intend to file relevant materials with the SEC, including a preliminary and definitive proxy statement to be filed by the Company. The definitive proxy
statement and proxy card will be delivered to the stockholders of the Company in advance of the special meeting relating to the proposed merger. THE COMPANYS STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY WHEN IT
BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF NOVARTIS AND THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the proxy statement and such other documents containing important information about Novartis and the Company, once such
documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Novartis and the Company make available free of charge at the Novartis website and the Companys website, respectively (in the Investors
section), copies of materials they file with, or furnish to, the SEC. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement.