Novartis announces final results of Eon Labs tender offer
Basel, July 27, 2005 – Novartis announced today the final results of the cash tender offer by Zodnas Acquisition Corp., an indirect wholly owned subsidiary of Novartis AG, for the outstanding public shares of Eon Labs, Inc.
As previously indicated, the tender offer expired at 5:30 pm New York City time on July 20, 2005. Based on the final count by the depositary for the offer, 26,814,160 shares of Eon Labs common stock were tendered and not properly withdrawn. Zodnas has accepted these shares for payment and will promptly pay the offer price in respect of such shares. These shares represented approximately 30.2% of the total outstanding shares of Eon Labs and, together with the 67.7 percent stake purchased from Santo Holding (Deutschland) GmbH, represented approximately 97.7% of the total outstanding shares of Eon Labs.
The merger of Zodnas and Eon Labs was consummated effective as of 5:00 pm Eastern time on July 26, 2005 without a meeting of the stockholders of Eon Labs in accordance with Delaware’s short-form merger statute. As a result of the merger, each remaining outstanding share of Eon Labs was converted into the right to receive $31.00 per Share, in cash, without interest, other than shares held by Novartis AG (other than in a representative or fiduciary capacity) or any of its subsidiaries, Eon Labs directly as treasury stock, or shares held by Eon Labs stockholders that perfect their rights to appraisal in accordance with Delaware law.
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 “expects”, “anticipates”, “believes”, “intends”, “estimates”, “will”, 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, and 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 U.S. 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 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; and 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. Forward-looking statements made in connection with a tender offer are not subject to the “safe harbor” provided for in the Private Securities Litigation Reform Act of 1995.
Novartis AG (NYSE: NVS) is a world leader in pharmaceuticals and consumer health. In 2004, the Group’s businesses achieved sales of USD 28.2 billion and a pro forma net income of USD 5.6 billion. The Group invested approximately USD 4.2 billion in R&D. Headquartered in Basel, Switzerland, Novartis Group companies employ approximately 81,400 people and operate in over 140 countries around the world. Further information is available at www.novartis.com.