Nestle to Acquire
Novartis Medical Nutrition, Moving Toward Nutrition, Health and
As a part of its
continuing efforts to reinforce the Group's leading position in
nutrition, Nestle has agreed to acquire the entire medical
nutrition business of Novartis for a total amount of USD 2.5 billion. The move propels Nestle into a strong number
two position in
the fast growing and profitable healthcare nutrition segment,
where so far Nestle played only a minor role. Through this
acquisition Nestle also strengthens its existing R&D
capability, helping to accelerate the growth of the nutrition
April 07, 2008
Novartis to further
strengthen its healthcare portfolio by acquiring 25% stake in
Alcon from Nestlé with right to take over majority
ownership of the world leader in eye care
agreement with Nestlé S.A. provides Novartis the
right to acquire 77% majority
ownership of Alcon in two steps
- Novartis to first
acquire 25% stake from Nestlé for USD 143.18 per share
for approximately USD 11 billion, closing expected in
second half of 2008
- In optional second
step, Novartis has exclusive right to acquire
remaining 52% stake for a fixed price of USD
181 per share, totaling about USD 28
Nestlé has right to require
Novartis to buy this stake
the world leader in eye care with its pharmaceutical,
surgical and consumer eye care products, and a
highly-rated development pipeline
- Eye care market
growing dynamically, driven by increase in age-related
eye diseases, global expansion and novel therapies
- Strong strategic fit
with complementary Novartis contact lens and ophtha
pharmaceutical businesses; synergies expected to be
realized in due time
Nov 3, 2009 Reuters
Novartis invests $1 bln in China R&D plant
* Emphasises importance of emerging markets
* Invests further $250 mln in second plant
Swiss drugmaker Novartis AG is investing $1 billion to build the
largest pharmaceutical research plant in China, emphasising the
importance of developing markets for future growth.
Novartis and other drugmakers are keen to tap into markets such
as China as they face slowing growth and loss of exclusivity on
key products, including the Swiss group's top-selling blood
pressure medicine Diovan. Novartis said it was also investing
$250 million in a second research and development and
manufacturing facility in Changshu 江蘇省常熟市.
drug maker launched an integrated biomedical R&D center
in Shanghai's Zhangjiang Hi-Tech Park 張江ハイテクパーク two years ago and has already
invested US$100 million in the center. The primary research
at the center covers cancer as well as innovative chemistry
The company aims to deepen cooperation with Shanghai and
build the R&D center into China's largest integrated
bio-pharmaceutical R&D center by next year, said the
English-language news paper.
Novartis has teamed up with the Institute of Biomedical
Science of Fudan University 復旦大学
research in 2008.
Novatis' China sales jumped 29% from a year ago to RMB 3.3
billion last year, accounting for nearly 8% of its global
November 11, 2013 Novartis
Novartis announces divestiture of its blood transfusion diagnostics unit to
Novartis announced a definitive agreement to divest its blood transfusion
diagnostics unit to Grifols for USD 1.675 billion. This transaction, requiring
customary regulatory approvals, is expected to be completed in the first half of
"The sale of the Novartis blood transfusion diagnostics unit enables us to focus
more sharply on our strategic businesses while providing Grifols with a platform
for global expansion," said Joseph Jimenez CEO of Novartis. "I am especially
pleased that the agreement with Grifols provides our associates with an
opportunity to join a company that will focus on growing this business
Acquired in 2006 as part of Chiron, the blood
transfusion diagnostics unit has formed part of Novartis Vaccines and
Diagnostics. The blood transfusion diagnostics unit is dedicated to increasing
transfusion safety worldwide with nucleic acid testing, blood testing products
and immunoassay reagents that detect infectious disease. Headquartered in
Emeryville, California, its net sales in 2012 were approximately USD 565
million. Not included in the sale is the Novartis companion diagnostics unit
that is integrated into the pharmaceuticals business, nor the Genoptix business,
as these are closely linked to the pharmaceuticals pipeline.
Headquartered in Barcelona, Spain, Grifols is the world's third largest producer
of plasma-derived therapies.
Grifols is a global healthcare company
whose mission is to improve the health and well being of people around the
world. We accomplish this mission by producing life-saving protein therapies
for patients and by providing hospitals, pharmacies and healthcare
professionals with the tools they need to deliver expert medical care.
We have three primary divisions -- Bioscience, Diagnostic and Hospital –
which develop, produce and market our innovative products and services to
medical professionals in more than 90 countries around the world.
As of 2006, Chiron, Corp. was acquired by
Chiron operates as a biopharmaceutical company in blood testing, vaccines,
and biopharmaceuticals segments. The Blood Testing segment develops and
sells nucleic acid testing (NAT) products to screen blood, plasma, organs,
and tissue for viral infection. It has an alliance with Gen-Probe
Incorporated for NAT products. This segment also provides immunodiagnostic
tests to detect retroviruses and hepatitis viruses in blood in collaboration
with Ortho-Clinical Diagnostics, Inc.
Novartis announces portfolio transformation,
focusing company on leading businesses with innovation power and global scale:
Pharmaceuticals, Eye Care and Generics
oncology products, strengthening Novartis' leading Oncology business
with novel therapies and becomes GSK's preferred commercialization
partner for its oncology pipeline
OTC with GSK's consumer business in a joint venture, creating a
world-leading consumer healthcare business and maintaining Novartis'
presence in this sector
business (excluding flu) to GSK, creating a global leader in
In a separate
transaction, divests Novartis Animal Health to Lilly
Transactions improve Novartis' financial strength going forward
Projected to have
a positive impact on the future sales and profit growth rates of
Novartis, and each element of the transactions is expected to be
operating income margin is expected to increase significantly in
year one after closing
April 22, 2014 - Novartis announced today that it has reached a
definitive agreement with GlaxoSmithKline plc (GSK) to exchange certain
assets, building global leadership in key segments and focusing the
company's portfolio. Under the agreement, Novartis would strengthen the
company's innovative pharmaceuticals business by acquiring GSK oncology
products, and would divest Vaccines (excluding flu) to them. The two
companies would also create a joint venture, combining their consumer
divisions to create a world-leading consumer healthcare business.
Separately, the company announced a definitive agreement with Eli Lilly and
Company (Lilly) to divest the Animal Health Division, further focusing its
portfolio on the leading businesses of innovative pharmaceuticals, eye care
transactions mark a transformational moment for Novartis. They focus the
company on leading businesses with innovation power and global scale. They
also improve our financial strength, and are expected to add to our growth
rates and margins immediately," said Joseph Jimenez, CEO of Novartis. "We
have also created a world-leading consumer healthcare business in our joint
venture with GSK. We believe the divestment of our smaller Vaccines and
Animal Health Divisions will enable us to realize immediate value from these
businesses for our shareholders, and those divisions will benefit from being
part of large, global businesses that are also leaders in their segments.
Patients will benefit from even higher levels of innovation that this focus
may afford. Looking ahead, this positions Novartis well for future
healthcare industry dynamics."
Deal terms and financials
Acquisition of GSK oncology products
Novartis has agreed to acquire GSK oncology products for a USD 14.5 billion
payment and up to USD 1.5 billion contingent on a development milestone.
Under the terms of the transaction, Novartis would have opt-in rights to
GSK's current and future oncology R&D pipeline.
Divestment of Vaccines to GSK
Novartis has agreed to divest its Vaccines business to GSK, currently
excluding its flu business, for USD 7.1 billion plus royalties. The USD 7.1
billion consists of USD 5.25 billion upfront and up to USD 1.8 billion in
milestones. As a part of a value-maximization strategy in the context of the
portfolio review, Novartis has initiated a separate sales process for its
Combination of Novartis OTC with GSK Consumer Healthcare in a joint venture
Novartis and GSK have agreed to create a world-leading consumer healthcare
business through a joint venture between Novartis OTC and GSK Consumer
Healthcare. Upon completion, Novartis will own a 36.5% share of the joint
venture and will have four of eleven seats on the joint venture's Board.
Furthermore, Novartis will have customary minority rights and exit rights at
a pre-defined, market-based pricing mechanism.
Divestment of Animal Health Division to Lilly
In a separate transaction, Novartis has agreed to divest its Animal Health
Division to Lilly for approximately USD 5.4 billion. This transaction is the
result of a competitive process, which upon completion would create a
leading animal health business under Lilly's ownership and would optimize
the value of the asset in the interest of Novartis shareholders.
The overall financing for
Novartis' obligations in the transactions is planned to be provided through
a combination of excess liquidity at the time of closing, short-term
financing instruments and limited new bond issues if needed.
Novartis continues to be
committed to a double-A credit rating.
The elements of the
transaction with GSK are inter-conditional and subject to approval by GSK
shareholders. All transactions are subject to closing conditions, including
anti-trust approvals. The Novartis Board unanimously believes that the
transactions with GSK and the transaction with Lilly are in the best
interests of Novartis and the Novartis Shareholders as a whole. The
transaction with Lilly is expected to close by the end of the first quarter
of 2015 and the transaction with GSK is expected to close during the first
half of 2015.
gains are expected for the divested businesses at the time when the
respective transactions close. Further details on the discontinuing
operations classification will be provided during the second quarter of
2013 actual net sales
results of Novartis' Vaccines (including flu) were approximately USD 1.4
billion. Net sales of OTC were USD 2.9 billion and Animal Health were USD
Building leading businesses with enhanced innovation for
Novartis' acquisition of
GSK oncology products is expected to further reinforce its leading Oncology
business and improve the growth profile of the combined portfolio. Novartis
has one of the industry's largest and most robust oncology pipelines, with
more than 25 new molecular entities targeting key oncogenic pathways and 24
pivotal trials underway exploring 16 new products and indications. The
addition of the GSK products is expected to expand Novartis' position in
targeted therapies and small molecules.
Based on the depth and
breadth of Novartis' R&D capabilities, it is anticipated that Novartis will
be able to optimize these compounds. In particular, Novartis' scale in
oncology development and commercial capabilities would additionally create
the potential to optimize the launch of these two recently approved products
for metastatic melanoma, Tafinlar®, a B-RAF inhibitor, and Mekinist(TM), a
MEK inhibitor, positioning Novartis as the leader in treating melanoma.
Votrient®, a VEGFR inhibitor for renal cell carcinoma, is also expected to
reach more patients in our hands. Votrient has shown significant efficacy as
first-line treatment for renal cancer, and also has potential for the
adjuvant setting. Additional products included in the transaction include
Tykerb® for HER2+ metastatic breast cancer, Arzerra® in chronic lymphocytic
leukemia, and Promacta® for thrombocytopenia. Novartis will have opt-in
rights for GSK's current and future oncology R&D pipeline, which could be a
source of new compounds and new targets. Sales of the acquired GSK oncology
products in 2013 were approximately USD 1.6 billion.
The joint venture of
Novartis OTC and GSK Consumer Healthcare would establish a global consumer
healthcare leader with approximately USD 10 billion in annual sales, and
leading positions in four key OTC categories - Wellness, Oral Health,
Nutrition and Skin Health. The joint venture would have several strong
brands with almost half of the sales derived from brands larger than USD 300
million in annual revenue. The geographic footprint would span all regions,
with scale and commercial presence in the developed world as well as in key
emerging markets, such as Brazil, China, Mexico and Russia.
Novartis Vaccines would
become part of a world leader in the vaccines segment, under GSK's
ownership. The combined business is expected to have a compelling position
in pediatric and meningitis franchises. GSK's position in the market is
further likely to strengthen the commercial launch power behind Bexsero®. In
addition, GSK has the capacity to fully fund the vaccines pipeline to
potentially expand the R&D efforts of the rich vaccines pipeline portfolio.
Delivers compelling value for shareholders
The acquisition of GSK
oncology products is projected to drive top-line growth and creates value by
leveraging Novartis' strong development and commercial capabilities, as well
as providing access to additional innovative therapies.
The formation of a
world-leading consumer healthcare business with GSK allows us a significant
share of the value created in this attractive business segment due to scale,
complementary product portfolio and geographic footprint. Novartis' share of
the joint venture would reflect the full value of Novartis' OTC Division.
The terms of the divestment
of the Vaccines business would maximize the value of its pipeline, including
The divestment of Animal
Health would recognize the full value of the business.
The transactions are
expected to improve Novartis' sales and core operating income growth rates,
while improving margins. Each of the transactions is projected to be
represent a transformation for Novartis. We have leading positions in our
core businesses in high-growth segments of healthcare. This will enable us
to continue to build the world's most respected and successful healthcare
company. Our strategic focus on science-based innovation and our global
scale position the company well to meet the changes in the healthcare
industry for the coming decade and beyond.
Selexys が試験薬「SelG1」が鎌状赤血球病（sickle cell
Oct 30, 2017
Novartis announces the planned acquisition of Advanced Accelerator Applications
to strengthen oncology portfolio
Novartis to acquire Advanced Accelerator Applications pending outcome of
tender offer and works council consultation
Acquisition would add Lutathera®, a first-in-class
(RLT) approved in Europe and under review in the US for
neuroendocrine tumors (NETs)
Integration of Advanced Accelerator Applications would build on Novartis'
expertise in diseases associated with NETs and introduce a new technology
platform to Novartis providing an innovative approach to treating cancer
Advanced Accelerator Applications would bring to Novartis an expanded
pipeline of RLT programs with significant sales potential, including
177Lu-PSMA-R2 entering Phase 1/2 for prostate cancer
Novartis announced today, that it has entered a memorandum of understanding with
Advanced Accelerator Applications (AAA) under which Novartis intends to commence
a tender offer for 100% of the share capital of AAA subject to certain
conditions. Advanced Accelerator Applications is a
radiopharmaceutical company that develops, produces and commercializes
Molecular Nuclear Medicines including Lutathera® (177Lu-DOTATATE), a
first-in-class RLT product for neuroendocrine tumors 神経内分泌腫瘍(NETs).
Radiopharmaceuticals, such as Lutathera, are unique medicinal formulations
containing radioisotopes which are used clinically for both diagnosis and
therapy. The transaction would strengthen Novartis' oncology presence with both
near-term product launches as well as a new technology platform with potential
applications across a number of oncology early development programs.
"Novartis has a strong legacy in the development and commercialization of
medicines for neuroendocrine tumors where significant unmet need remains for
patients," said Bruno Strigini, CEO, Novartis Oncology. "With Lutathera we can
build on this legacy by expanding the global reach of this novel, differentiated
treatment approach and work to maximize Advanced Accelerator Applications
broader RLT pipeline and an exciting technology platform."
Lutathera was approved in Europe in September 2017 for the treatment of
unresectable or metastatic, progressive, well differentiated (G1 and G2),
somatostatin receptor positive gastroenteropancreatic neuroendocrine tumors (GEP-NETs).
Lutathera is under review in the U.S. with a Prescription Drug User Fee Act (PDUFA)
date of January 26, 2018.
The efficacy and safety of Lutathera were established in the pivotal Phase III
trial known as NETTER-1. The primary endpoint of the study was progression free
survival with secondary endpoints including objective response rates, overall
survival, safety and tolerability. The study met its primary endpoint with
Lutathera achieving statistically significant and clinically meaningful 79%
reduction in risk of disease progression or death compared to the control
therapy (hazard ratio 0.21, 95% confidence interval: 0.13-0.33, p<0.0001). At
the time of study publication in the New England Journal of Medicine (January
2017), median PFS in the control arm was 8.4 months and had not yet been reached
in the Lutathera arm.
In addition to Lutathera, AAA brings a broad set of skills in developing,
manufacturing and commercializing radiopharmaceuticals, including the companion
diagnostics for Lutathera (NETSPOT® and SomaKit TOC(TM)). AAA had sales of EUR
109 million in 2016.
Under the terms of the memorandum of understanding, which has been approved by
AAA's Board of Directors, Novartis will make a cash offer of USD 41 per ordinary
share of AAA and USD 82 per American Depositary Share (each representing 2
ordinary shares of AAA) subject to certain conditions. This offer values AAA's
equity at USD 3.9 billion.
The transaction to acquire AAA is planned to be fully funded through external
short- and long-term debt.
Novartis will commence a tender offer upon completion of works council
consultation and AAA's Board of Directors recommending the tender offer to AAA
shareholders. The senior management and Directors of AAA have, in their capacity
as shareholders of AAA, undertaken to tender their shares into the proposed
tender offer. The transaction is additionally subject to (i) the valid tender
pursuant to the tender offer of ordinary shares (including ordinary shares in
the form of American Depositary Shares) of AAA representing at least 80% of the
outstanding ordinary shares on a fully diluted basis and (ii) receipt of
customary transactional regulatory approvals and other customary closing
Jun 29, 2018
Novartis announces intention to seek shareholder approval for 100% spinoff of
Alcon eye care devices business; initiates share buyback of up to USD 5 bn
Alcon strategic review concludes that
100% spinoff in best interest of shareholders and consistent with the
Novartis strategy of focusing as a medicines company
Planned spinoff would create world leading eye care devices company
The Alcon ophthalmology pharmaceuticals portfolio will remain with Novartis,
further strengthening its leading ophthalmology pharmaceuticals business
Transaction expected to be tax neutral to Novartis and subject to general
market conditions, tax rulings and opinions, final Board endorsement and
shareholder approval at the AGM in February 2019; completion expected in H1
Alcon CEO Mike Ball to become Chairman-designate; COO, David Endicott
promoted to Alcon CEO, both appointments effective July 1, 2018
Alcon would be incorporated in Switzerland; with Fort Worth continuing to be
a key location. Listings planned on SIX Swiss Exchange and New York Stock
Share buyback of up to USD 5 bn planned to be executed by end 2019, in line
with capital allocation priorities highlighting confidence in top line
growth and margin expansion
Novartis today announced its intention
to spinoff Alcon, its eye
care division, into a separately-traded standalone
company. The planned spinoff would enable Novartis and Alcon to focus
fully on their respective growth strategies. Completion of the transaction is
subject to general market conditions, tax rulings and opinions, final Board of
Directors endorsement and shareholder approval at the 2019 AGM in line with
Swiss corporate law.
Novartis also announced that it will initiate a share
buyback of up to USD 5 billion to be executed by the end of 2019. This
action is planned to be largely funded through the proceeds of the divestment to
GSK of the consumer health joint venture stake, net of the AveXis acquisition
Joerg Reinhardt, Chairman of Novartis, said: "Our strategic review examined all
options for Alcon ranging from retention, sale, IPO to spinoff. The review
concluded that a spinoff would be in the best interests of Novartis shareholders
and the Board of Directors intends to seek shareholder approval for a spinoff at
the 2019 AGM. This transaction would allow our shareholders to benefit from
potential future successes of a more focused Novartis and a standalone Alcon,
which would become a publicly traded global medtech leader based here in
When Novartis acquired Alcon in 2011, the business included surgical, vision
care and ophthalmic pharmaceuticals. In January 2016, Novartis began the process
of creating two best-in-class businesses with the transfer of Alcon's ophthalmic
pharmaceuticals to the Novartis Innovative Medicines Division. The leading
ophthalmology pharmaceuticals business will continue to develop as part of
Novartis, with 2017 sales of USD 4.6 billion and the potential blockbuster
medicine RTH258 (brolucizumab) in development for neovascular AMD and diabetic
macular edema. The Alcon Division is now fully focused on surgical and vision
care, and continues to be the global leader in eye care devices.
Vas Narasimhan M.D., CEO of Novartis, said: "We continue to execute our strategy
to focus Novartis as a leading medicines company. Alcon has returned to a
position of strength and it is time to give the business more flexibility to
pursue its own growth strategy as the world's leading eye care devices company.
We will work to ensure a smooth transition for Alcon and Novartis associates
while preparing for the launch of RTH258 and building our leading ophthalmology
Commenting on the share buyback, Dr. Narasimhan said: "The share buyback is
fully aligned with our strategic capital allocation priorities, reflects our
strict financial discipline and our confidence in future top line growth and
Mike Ball will become Chairman-designate of Alcon, effective July 1, 2018,
reporting to Vas Narasimhan, CEO of Novartis. Mr. Ball will focus on preparing
Alcon for the intended spin. In addition, he will start the process of
recruiting a Board of Directors (BoD) for Alcon and meeting Novartis
shareholders, and other potential investors, in preparation for a potential
spinoff. If Alcon becomes an independent company, Mr. Ball would become Chairman
of the Alcon BoD. In order to focus fully on the Alcon separation, Mr. Ball will
step down from the Executive Committee of Novartis (ECN) on July 1, 2018.
David Endicott, Chief Operating Officer (COO) of Alcon since July 2016, will be
promoted to CEO of Alcon, also effective July 1, 2018. In light of the potential
spinoff, Mr. Endicott will not become a member of the ECN. He will also report
to Vas Narasimhan until the potential spinoff. Over the coming weeks, Mr. Ball
will hand over operational management responsibilities to Mr. Endicott.
Mr. Endicott is a highly experienced leader in medical devices and
pharmaceuticals having also previously held senior leadership positions with
Allergan and Hospira. As Alcon COO he played an integral role in the turnaround
of the business.
Mike Ball, CEO of Alcon, said: "This promises to be the beginning of an exciting
new chapter for everyone associated with Alcon. The planned spinoff will be key
to strengthening our leadership in the large, attractive and growing global eye
care devices market. As Chairman-designate, I look forward to working closely
with David Endicott and the entire team at Alcon to deliver continued innovation
for our customers and patients, while creating shareholder value through
long-term, sustainable growth."
If the Alcon spinoff is completed, it would create a new Switzerland-based
company with global scale and reach comprising more than 20,000 employees, with
around USD 7 billion in 2017 sales. Fort Worth will continue to be a key
location for Alcon.
Actions started earlier this year to make Alcon an operationally autonomous
medical devices business will continue in preparation for a spinoff.
The successful completion of the planned spinoff is subject to general market
conditions, regulatory approvals, final Board of Directors endorsement and
shareholder approval. Required information and consultation of affected
employees and employee representatives is planned for the second half of 2018.
In the event that all approvals are secured, the planned spinoff is expected to
be completed in the first half of 2019. The transaction is expected to be tax
neutral to Novartis, subject to the receipt of favorable opinions and rulings.
While a dividend policy for Alcon has not yet been set, Novartis intends to
continue paying a strong and growing dividend in Swiss francs, building on the
CHF2.80 per share paid in March 2018. The proposed distribution ratio will be
disclosed in due course.
In addition to being incorporated in Switzerland, the intention would be to list
shares of Alcon on the SIX Swiss Exchange and the New York Stock Exchange.
Conference calls / Capital Markets days
Novartis will hold an investor and analyst webcast today at 15:00 CET: https://edge.media-server.com/m6/p/3q53orhv
Novartis will continue to provide regular updates on the potential transaction,
including at its quarterly financial results presentations. Alcon Capital
Markets days are also planned in Q4 2018.