Novartis AG (NYSE: NVS) ("Novartis") today announced the successful completion of the previously announced tender offer by its indirect wholly-owned subsidiary, Novartis AM Merger Corporation ("Purchaser"), for all the outstanding shares of common stock, par value $0.0001 per share, of AveXis, Inc. (NASDAQ: AVXS) ("AveXis") at a price of USD 218.00 per share, net to the seller in cash, without interest and subject to any tax withholding.
American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised Purchaser that, as of 12:00 Midnight, New York City time, at the end of the day of Monday, May 14, 2018 (the "Expiration Time"), the expiration of the tender offer, (i) 30,368,057 shares were validly tendered and not withdrawn in the tender offer, representing approximately 82.48% of AveXis’ outstanding shares of common stock, and (ii) Notices of Guaranteed Delivery had been delivered with respect to 1,058,258 additional shares, representing approximately 2.87% of the outstanding shares. Purchaser has accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares.
Novartis will promptly complete its acquisition of AveXis through consummation of a merger of Purchaser with and into AveXis without a vote of the AveXis stockholders in accordance with Section 251(h) of the Delaware General Corporation Law (the "DGCL"). Following the merger, AveXis will be an indirect wholly-owned subsidiary of Novartis, and each share of AveXis’ common stock outstanding immediately prior to the effective time of the merger (other than shares owned by Novartis, Purchaser, AveXis or any subsidiary of Novartis or AveXis or by any AveXis stockholders who properly perfected their appraisal rights under the DGCL) will be converted into the right to receive USD 218.00 per share, net to the seller in cash, without interest and subject to any tax withholding, the same consideration received by stockholders who tendered their shares in the tender offer. As a result of the merger, AveXis common stock will cease to be traded on the NASDAQ Global Select Market.