Basel, December 18, 2005 - Novartis has decided to explore the benefits of acquiring the Swiss vaccines company Berna Biotech AG and combining its operations with those of Chiron Corporation, a US vaccines company that Novartis is currently in the process of acquiring.
The combination of Berna and Chiron would offer complementary geographic coverage and product ranges. Novartis would also gain access to the attractive proprietary technology platforms of Berna. In addition, a potential acquisition would assure continued Swiss ownership of an increasingly important health-care business with public health responsibilities.
Crucell N.V., a Dutch biotechnology company, announced on December 15 an offer to acquire Berna through an all-share exchange offer. In order to prepare a potential competing cash offer, Novartis has requested from and has been granted by Berna the opportunity to perform a due diligence investigation.
At this point in time, key economic terms of a potential offer for Berna have not yet been determined. No assurance can be given that Novartis will make an offer to acquire Berna.
About Berna Biotech
Berna Biotech (Swiss Exchange: BBIN) develops, produces and markets vaccines and immunotherapeutics for private and public markets worldwide. Headquartered in Berne, Switzerland, with subsidiaries in Europe and Korea, Berna is a fully integrated vaccines company employing around 700 people. Berna offers a range of novel and validated proprietary technology platforms. The company markets its core vaccine products in the field of hepatitis B/pediatric, respiratory and travel vaccines and has a broad development pipeline. Development is supported through alliances with academic and commercial partners. Further information on Berna please visit: www.bernabiotech.com
Novartis announced its intention in October 2005 to acquire the remaining 58% stake in the US pharmaceutical company Chiron Corporation that it does not currently own for approximately USD 5.1 billion. This transaction, which received rapid review and approval by the US Federal Trade Commission, is expected to be completed in the first half of 2006, subject to approval by a majority of Chiron's shareholders other than Novartis and other customary closing conditions, including further regulatory approvals.
This communication is for information purposes only. It shall not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities of Novartis or Chiron. The distribution of this news release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions.
This document contains "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act. Forward-looking statements are statements that are not historical facts and are generally identified by the words "expected", "offers", "assure", or similar expressions, or by express or implied discussions regarding strategies, plans and expectations (including synergies). These statements include, but are not limited to, financial projections and estimates and their underlying assumptions, statements regarding the benefits of the business transactions described herein, including future financial and operating results. Such statements reflect the current plans, expectations, objectives, intentions or views of management with respect to future events, are based on the current beliefs and expectations of management and are subject to significant risks, uncertainties and assumptions. Management's expectations could be affected by, among other things, competition in general, the general economic environment and other risks such as, but not limited to, those referred to in Novartis AG's Form 20-F on file with the US Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those set forth or implied by the forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the ability to obtain governmental approvals for the transaction on the proposed terms and schedule; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; social and political conditions such as war, political unrest and terrorism or natural disasters; general economic conditions and normal business uncertainty and competition and its effect on pricing, spending, third-party relationships and revenues. These forward-looking statements speak only as of the date of this press release and no undertaking has been made to update or revise them if there are changes in expectations or if any events, conditions or circumstances on which any such forward looking statement is based.
# # #
Novartis Global Media Relations
+41 61 324 3018 (direct)
+41 79 596 1408 (mobile)
Novartis Global Media Relations
+41 61 324 9577 (direct)
+41 79 248 5717 (mobile)