Novartis shareholders approve the proposed 100% Spin-off of Sandoz
- Shareholders approve the proposed 100% Spin-off of Sandoz, the Generics and Biosimilars business of Novartis
- Shareholders also approve a reduction of share capital in connection with the Spin-off
- Novartis shareholders and Novartis ADR holders will receive one Sandoz share for every five Novartis shares or one Sandoz ADR for every five Novartis ADRs through the distribution of a dividend-in-kind
- The Spin-off is planned to occur on or around October 4, 2023
Basel, September 15, 2023 — At an Extraordinary General Meeting held today, Novartis shareholders approved the proposed 100% Spin-off of Sandoz, the Generics and Biosimilars business of Novartis.
Shareholders also approved an ordinary capital decrease of the share capital of Novartis AG in the amount of the share capital of Sandoz. This is to achieve tax neutrality of the Spin-off for Swiss withholding tax purposes and for income tax purposes for Swiss domiciled shareholders holding the shares as private assets.
This decision follows the announcement in August 2022 that Novartis intended to separate the Sandoz business to create an independent company by way of a 100% Spin-off. Novartis is confident that the Spin-off is in the best interests of shareholders, creating a European champion and a global leader in Generics and Biosimilars, and a more focused Novartis. The Spin-off is planned to occur on or around October 4, 2023.
The Spin-off will be implemented through the distribution of a dividend-in-kind of Sandoz shares to Novartis shareholders, and of Sandoz American Depositary Receipts (ADRs) to Novartis ADR holders.
Novartis shareholders and Novartis ADR holders will receive:
- 1 Sandoz Share for every 5 Novartis Shares
- 1 Sandoz ADR for every 5 Novartis ADRs
The Spin-off is expected to be tax neutral for Swiss tax and US federal income tax purposes.
“We welcome today’s decision by our shareholders to approve the Spin-off of our Generics and Biosimilars business, Sandoz, to create an independent company listed on the SIX Swiss Exchange”, said Joerg Reinhardt, Chair of the Board of Directors of Novartis. “With this step, both Sandoz and Novartis will be able to optimize management focus, allocate capital on business priorities, and be in a better position to create sustainable shareholder value in the future.”
- The Novartis Shareholder Information Brochure for the Sandoz Spin-off can be accessed here: [General Meetings | novartis]
- The Sandoz Listing Prospectus can be accessed here: [www.sandoz.com/prospectus]
- Click here [www.sandoz.com/sandoz-spin] to access the supplement to the Listing Prospectus and other related documents.
- For a detailed listing of the resolution presented at the 2023 Extraordinary General Meeting, please visit: [General Meetings | novartis]
Additional Transaction Details
The proposed 100% Spin-off of Sandoz is planned to occur on or around October 4, 2023. The Novartis Shareholder Information Brochure includes an indicative timeline of the next steps for the proposed Sandoz Spin-off.
Sandoz is planned to be listed on the SIX Swiss Exchange, with an American Depositary Receipt (ADR) program in the US. The ADRs will not be listed on a US national securities exchange.
In addition to Novartis shareholder approval, completion of the proposed Sandoz Spin-off is subject to satisfaction of certain conditions, including receipt of the necessary approvals for the listing of the Sandoz shares, no event outside of the control of Novartis preventing the Spin-off and no material adverse change. There can be no assurance regarding the ultimate timing of the proposed transaction or that the transaction will be completed.
This media update contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as "potential," "can," "will," "plan," "may," "could," "would," "expect," "anticipate," "look forward," "believe," "committed," "investigational," "pipeline," "launch," or similar terms, or by express or implied discussions regarding the potential completion of the announced spin-off of Sandoz; regarding whether the spin-off is in the best interests of shareholders, regarding the future commercial performance of Novartis or of a separate Sandoz business, or regarding any potential strategic benefits, synergies or opportunities as a result of the spin-off; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statements. Such forward-looking statements are based on our current beliefs and expectations regarding future events and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that the proposed spin-off will be completed in the expected form or within the expected time frame or at all. Neither can there be any guarantee that Novartis or a separate Sandoz business will be able to realize any of the potential strategic benefits, synergies or opportunities as a result of the spin-off, within any particular time frame, or at all. Nor can there be any guarantee that shareholders of Novartis or Sandoz will achieve any particular level of shareholder returns. Neither can there be any guarantee that the spin-off of Sandoz will in fact be in the best interests of shareholders, or that Novartis or a separate Sandoz business, will be commercially successful in the future, or achieve any particular credit rating or financial results. In particular, our expectations regarding such products could be affected by, among other things: an unexpected failure to satisfy the required closing conditions, or unexpected delays in meeting these requirements; the potential that the strategic benefits, synergies or opportunities expected from the proposed spin-off may not be realized or may take longer to realize than expected; the inherent uncertainties involved in predicting shareholder returns; a failure to successfully separate Sandoz from the Novartis Group subsequent to the completion of the spin-off, or within the expected time frame; potential adverse reactions to the proposed spin-off by customers, suppliers, strategic partners or key Sandoz personnel and potential difficulties in maintaining relationships with such persons; the uncertainties inherent in research and development, including clinical trial results and additional analysis of existing clinical data; the ability of Sandoz as a standalone company to obtain or maintain proprietary intellectual property protection; regulatory actions or delays or government regulation generally; global trends toward health care cost containment, including government, payor and general public pricing and reimbursement pressures and requirements for increased pricing transparency; our ability to obtain or maintain proprietary intellectual property protection; the particular prescribing preferences of physicians and patients; general political, economic and business conditions, including the effects of and efforts to mitigate pandemic diseases such as COVID-19; safety, quality, data integrity or manufacturing issues; potential or actual data security and data privacy breaches, or disruptions of our information technology systems, and other risks and factors referred to in Novartis AG's current Form 20-F on file with the US Securities and Exchange Commission or in the Swiss listing prospectus and any supplements filed by Sandoz with the SIX Swiss Exchange. Novartis is providing the information in this media update as of this date and does not undertake any obligation to update any forward-looking statements contained in this media update as a result of new information, future events or otherwise.
Novartis is reimagining medicine to improve and extend people’s lives. We deliver high-value medicines that alleviate society’s greatest disease burdens through technology leadership in R&D and novel access approaches. In our quest to find new medicines, we consistently rank among the world’s top companies investing in research and development. About 103,000 people of more than 140 nationalities work together to bring Novartis products to nearly 800 million people around the world. Find out more at https://www.novartis.com
Sandoz, a Novartis division, is a global leader in generic pharmaceuticals and biosimilars. Our purpose is to pioneer access for patients by developing and commercializing novel, affordable approaches that address unmet medical needs. Our vision is to be the world’s leading and most valued generics company. Our broad portfolio of high-quality medicines covers major therapeutic areas.
|Novartis Media Relations|
| Puja Kalra|
+41 79 699 9598
| Richard Jarvis|
+ 41 79 584 2326
|Anja von Treskow||+41 79 392 9697||Julie Masow||+1 862 579 8456|
|Anna Schäfers||+41 79 801 7267|| Michael Meo|
| +1 862 274 5414|
+1 862 200 8344
+41 79 619 2035
|Novartis Investor Relations|
Central investor relations line:
+41 61 324 7944
|Samir Shah||+41 61 324 7944||Sloan Simpson||+1 862 345 4440|
|Nicole Zinsli-Somm||+41 61 324 3809||Parag Mahanti||+1 973 876 4912|
|Isabella Zinck||+41 61 324 7188|
To view this piece of content from ml-eu.globenewswire.com, please give your consent at the top of this page.
About GlobeNewswire by notified
One Liberty Plaza - 165 Broadway
NY 10006 New York
GlobeNewswire by notified is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.
Subscribe to releases from GlobeNewswire by notified
Subscribe to all the latest releases from GlobeNewswire by notified by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from GlobeNewswire by notified
Orkuveita Reykjavíkur – Green Bond Auction Results4.10.2023 22:52:23 CEST | Press release
Today, October 4th, 2023, Reykjavík Energy (Orkuveita Reykjavíkur; OR) concluded a green bond auction in the green bond classes OR020934 GB and OR180255 GB. OR020934 GB bears fixed indexed interest and pays equal payments every six months with a final maturity date of September 2nd, 2034. Previously, bonds have been issued in the category with a nominal value of ISK 18,947 million. The series attracted bids totaling ISK 2,220 million nominal value at yields between 4.16% and 4.30%. OR accepted bids amounting to ISK 2,180 million at a yield of 4,27%. OR180255 GB bears fixed indexed interest and pays equal payments every six months with a final maturity date of February 18th, 2055. Previously, bonds in the category have been issued with a nominal value of ISK 26,201 million. The series attracted bids totaling ISK 1,080 million nominal value at yields between 3.77% and 3.85%. OR accepted bids amounting to ISK 1,080 million at a yield of 3.85%. Fossar Investment Bank oversees the issuance
CNH Industrial: Periodic Report on $300 Million Buyback Program4.10.2023 22:30:00 CEST | Press release
Basildon, October 4, 2023 CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) announces that under the sixth $50 million tranche (the “Sixth Tranche”) of its $300 million share buyback program the Company completed transactions in the period September 18, 2023 to September 22, 2023, reported in aggregate, as set forth in the table below. After the purchases announced today and considering those previously executed under the Sixth Tranche, the total invested amount in the Sixth Tranche is approximately €21,868,112.36 ($23,678,032.88) or a total amount of 1,771,134 common shares purchased. DateNumber of common shares purchasedAverage price per share excluding feesConsideration excluding fees Consideration (*) excluding fees(€)(€)($) September 25, 2023 87,600 11.3821 997,071.96 1,060,186.62 September 26, 2023 69,635 11.3500 790,357.25 838,173.86 157,235 - 1,787,429.211,898,360.48 (*) All translations determined from Euro to US Dollar at the exchange rate reported by the European Central Bank on t
PHAXIAM Receives Compliance Notice from Nasdaq4.10.2023 22:05:00 CEST | Press release
PHAXIAM Receives Compliance Notice from Nasdaq Lyon (France) et Cambridge (MA, US), October 4, 2023, at 10:05 pm CEST – PHAXIAM Therapeutics (Nasdaq & Euronext: PHXM), today announced that it has received confirmation from Nasdaq that it has regained compliance with Listing Rule 5550(a)(2). With closing bid price of PHAXIAM’s American Depositary Shares (“ADSs”) above $1.00 per ADS for the 10 consecutive business days from September 18 through September 29, 2023, PHAXIAM has regained compliance with Listing Rule 5550(a)(2). On October 7, 2022, PHAXIAM, formerly Erytech Pharma, had received notification from The Nasdaq Stock Market LLC indicating that, based upon a closing bid price of less than $1.00 per ADS for the prior 30 consecutive business day period, the Company no longer satisfied Nasdaq’s rule on minimum bid price. On July 27, 2023, PHAXIAM announced a 10-to-1 reverse share split of its shares and ADSs to cure this deficiency, and the reverse share and ADS splits were effected
SCOR announces the acquisition of 9,000,000 of its own shares upon the partial exercise of the call option granted by Covéa in 2021, and the subsequent sale of these shares to BNP Paribas Cardif4.10.2023 21:58:28 CEST | Press release
Press Release 4 October 2023 - N° 19 SCOR announces the acquisition of 9,000,000 of its own shares upon the partial exercise of the call option granted by Covéa in 2021, and the subsequent sale of these shares to BNP Paribas Cardif Under the June 2021 settlement agreement entered into between SCOR and Covéa in the presence of the Autorité de Contrôle Prudentiel et de Résolution, Covéa granted SCOR a binding and irrevocable call option on its full stake in SCOR – representing 8.8% of the share capital1 – at a price of EUR 28 per share. The board of directors of SCOR authorized today the partial exercise of this call option for the purchase of 9,000,000 SCOR shares held by Covéa, representing 5.01% of SCOR’s share capital1. Once delivered by Covéa to SCOR, the shares will be sold to BNP Paribas Cardif through an over-the-counter transaction. These transactions aim to normalise SCOR’s shareholding. * * * Contact details Media Relations Alexandre Garcia email@example.com Investor Relations Yv
Azerion publishes Notice of Extraordinary General Meeting to be held on 16 November 20234.10.2023 21:50:09 CEST | Press release
Amsterdam, 4 October 2023 – Azerion Group N.V. has today published the Notice of Extraordinary General Meeting 2023 (EGM), which will be held on 16 November 2023. The notice, agenda and accompanying explanatory notes have been published on our website www.azerion.com/egm/ The agenda of the EGM comprises the appointment of two Supervisory Board members. Further information regarding the registration and attendance of the EGM, as well as instructions and deadlines on how to vote and submit questions, can be found on our website http://www.azerion.com/egm/ About Azerion Founded in 2014, Azerion (EURONEXT: AZRN) is one of Europe’s largest digital advertising and entertainment media platforms. We bring global scaled audiences to advertisers in an easy and cost-effective way, delivered through our proprietary technology, in a safe, engaging, and high-quality environment, utilizing our strategic portfolio of owned and operated content with entertainment and other digital publishing partners.