AveXis Provides Update on Proposed Acquisition by Novartis AG
May 02 2018 - 9:27AM
AveXis, Inc. (NASDAQ:AVXS), a clinical-stage gene therapy company
developing treatments for patients suffering from rare and
life-threatening neurological genetic diseases, today announced
that the required waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 applicable to the proposed
acquisition of AveXis by Novartis AG (Novartis) expired at 11:59
p.m. on April 30, 2018.
On April 6, 2018, AveXis, Novartis and Novartis AM Merger
Corporation, a wholly owned subsidiary of Novartis (Purchaser),
entered into an agreement and plan of merger, pursuant to which,
and upon the terms and subject to the conditions described therein,
on April 17, 2018, Purchaser commenced a cash tender offer to
acquire all of the outstanding shares of AveXis’ common stock at a
price of $218.00 per share, net to the seller in cash, without
interest, subject to any required withholding of taxes.
With the expiration of the waiting period, the tender offer is
expected to close in May 2018, subject to other customary closing
conditions. Unless the tender offer is extended, the offer and
withdrawal rights will expire at 12:00 midnight, New York City
time, at the end of the day on May 14, 2018.
About AveXis, Inc.AveXis, Inc. 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. Our initial
product candidate, AVXS-101, is our proprietary gene therapy
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. The U.S. Food and Drug
Administration, or 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. In addition to developing AVXS-101 to
treat SMA, we also plan to develop other novel treatments for rare
neurological diseases, including Rett syndrome and a genetic form
of amyotrophic lateral sclerosis caused by mutations in the
superoxide dismutase 1 (SOD1) gene.
For additional information, please visit www.avexis.com.
IMPORTANT INFORMATION This press release is for
informational purposes only and does not constitute an offer to buy
or a solicitation of an offer to sell any securities of AveXis. On
April 17, 2018, Novartis and Purchaser filed a tender offer
statement on Schedule TO with the United States Securities and
Exchange Commission (SEC) and AveXis filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. INVESTORS ARE ADVISED TO READ
THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR
TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER OR WHETHER
TO TENDER THEIR SHARES PURSUANT TO THE TENDER OFFER, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
(INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER) AND THE
PARTIES THERETO. Investors may obtain a free copy of the
Solicitation/Recommendation Statement and other documents (when
available) that AveXis files with the SEC at the SEC’s website at
www.sec.gov, or free of charge from AveXis at www.AveXis.com or by
directing a request to AveXis at jgoff@avexis.com.
Cautionary Statement Regarding Forward-Looking
StatementsThis press release contains forward-looking
statements, within the meaning of the Private Securities Litigation
Reform Act of 1995, that involve substantial risks and
uncertainties, including statements regarding the completion of the
transaction with Novartis. In some cases, you can identify
forward-looking statements by terms such as “may,” “will,”
“should,” “expect,” “plan,” “anticipate,” “could,” “intend,”
“target,” “project,” “believe,” “estimate,” “predict,” “potential”
or “continue” or the negative of these terms or other similar
expressions intended to identify statements about the future. These
statements speak only as of the date of this communication and
involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. We have based these forward-looking
statements largely on our current expectations and projections
about future events and financial trends that we believe may affect
our business, financial condition and results of operations.
Meaningful factors which could cause actual results to differ from
these forward-looking statements include, without limitation: (i)
uncertainties as to the timing of the tender offer and the
subsequent merger; (ii) the risk that the tender offer or the
subsequent merger may not be completed in a timely manner or at
all; (iii) uncertainties as to the percentage of AveXis’
stockholders tendering their shares in the tender offer; (iv) the
possibility that competing offers or acquisition proposals for
AveXis will be made; (v) the possibility that any or all of the
various conditions to the consummation of the tender offer or the
subsequent merger may not be satisfied or waived, including the
failure to receive any required regulatory approvals from any
applicable governmental entities (or any conditions, limitations or
restrictions placed on such approvals); (vi) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement dated April 6, 2018 (Merger
Agreement), among Novartis, Purchaser and AveXis, including in
circumstances which would require AveXis to pay a termination fee;
(vii) the effect of the announcement or pendency of the
transactions contemplated by the Merger Agreement on AveXis’
ability to retain and hire key personnel, its ability to maintain
relationships with its customers, suppliers and others with whom it
does business, or its operating results and business generally;
(viii) risks related to diverting management’s attention from
AveXis’ ongoing business operations; (ix) the risk that stockholder
litigation in connection with the transactions contemplated by the
Merger Agreement may result in significant costs of defense,
indemnification and liability; and (x) other factors discussed in
the “Risk Factors” and the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of AveXis’
Annual Report on Form 10-K for the year ended December 31, 2017,
filed with the SEC on February 28, 2018, and risks that may be
described in Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other filings by AveXis with the SEC. In addition to
the risks described above, other unknown or unpredictable factors
also could affect AveXis’ results. As a result of these factors, we
cannot assure you that the forward-looking statements in this
communication will prove to be accurate. Furthermore, if our
forward-looking statements prove to be inaccurate, the inaccuracy
may be material. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements
as a representation or warranty by us or any other person that we
will achieve our objectives and plans in any specified time frame,
or at all. The forward-looking statements in this communication
represent our views as of the date of this communication. We
anticipate that subsequent events and developments may cause our
views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we
undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law. You should, therefore, not
rely on these forward-looking statements as representing our views
as of any date subsequent to the date of this communication. You
should read this communication and the documents that we reference
in this communication completely and with the understanding that
our actual future results may be materially different from what we
expect. We qualify all of our forward-looking statements by these
cautionary statements.
Media Inquiries:Lauren BarbieroW2O
Group646-564-2156lbarbiero@w2ogroup.com Investor Inquiries:Jim
GoffAveXis, Inc.650-862-4134jgoff@avexis.com
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