Novartis announces agreement to acquire Genoptix, Inc. in all cash offer
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Novartis International AG /
Novartis announces agreement to acquire Genoptix, Inc. in all cash offer
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* Novartis to acquire Genoptix through an all cash tender offer at USD 25.00
per share
* Genoptix laboratory service offerings provide strategic fit with the current
portfolio of companion diagnostic programs within Novartis Molecular
Diagnostics unit
* Acquisition complements the Novartis internal capabilities aimed at
improving health outcomes by advancing individualized treatment programs
Basel, January 24, 2011 - Novartis announced today that it has entered into a
definitive agreement for the acquisition of Genoptix, Inc. (NASDAQ: GXDX), a
specialized laboratory providing personalized diagnostic services to community-
based hematologists and oncologists. The acquisition will enhance Novartis's
tools and services that aim to improve health outcomes for patients by advancing
the ability to define and monitor individualized treatment programs.
Under the terms of the agreement, Novartis will commence a tender offer for all
outstanding shares of common stock of Genoptix at USD 25.00 per share in cash.
This represents a total equity value of USD 470 million and an enterprise value
of USD 330 million. The Novartis offer represents a premium of 39% over
Genoptix's unaffected share price of USD 17.98 on December 13, 2010. It also
implies a 27% premium over the closing price of USD 19.76 on January 21, 2011.
"The acquisition of the Genoptix medical laboratory will serve as a strong
foundation for our individualized treatment programs," said Joseph Jimenez, CEO
of Novartis. "Genoptix is an innovative company with a talented team of people
who share our commitment to transforming the way medicine is practiced. By
integrating Genoptix within Novartis, we can greatly enhance the value we add to
patients, clinicians, payors and society."
Founded in 1999 and based in Carlsbad, California, Genoptix is a publicly
traded, profitable laboratory that specializes in diagnosing cancers in bone
marrow, blood and lymph nodes. In 2009, Genoptix had sales of USD 184 million,
and for the first nine months of 2010, its reported revenue totaled USD 148
million.
Genoptix employs approximately 500 people and will become part of Novartis
Molecular Diagnostics (MDx), a unit within the Novartis Pharmaceuticals
Division. The acquisition will support and expedite the development of companion
diagnostic programs, especially in oncology.
Novartis plans to maintain the existing operations and continue delivering
Genoptix's portfolio of personalized diagnostics services to community-based
hematologists/oncologists across the US.
The Genoptix Board of Directors has unanimously approved the transaction and
agreed to recommend that Genoptix stockholders tender their shares. The
transaction is conditional upon the tender of at least a majority of the shares
of Genoptix in the tender offer, receipt of regulatory approvals and other
customary closing conditions. The transaction is expected to close within the
first half of 2011.
Disclaimer
The foregoing release contains forward-looking statements that can be identified
by terminology such as "will", "will expedite", "plans", "expected",
"strategic", "advancing", "may", "should" or similar expressions, or by express
or implied discussions regarding the potential impact on Novartis of the
proposed transaction with Genoptix, including express or implied discussions
regarding potential future sales or earnings of the Novartis Group or Genoptix
and any potential synergies, strategic benefits or opportunities as a result of
the proposed transaction. You should not place undue reliance on these
statements. Such forward-looking statements reflect the current views of
management regarding future events, and involve known and unknown risks,
uncertainties and other factors that may cause actual results to be materially
different from any future results, performance or achievements expressed or
implied by such statements. There can be no guarantee that Novartis or Genoptix
will achieve any particular future financial results or future growth rates or
that Novartis or Genoptix will be able to realize any potential synergies,
strategic benefits or opportunities as a result of the proposed transaction. In
particular, management's expectations could be affected by, among other things,
unexpected regulatory actions or delays or government regulation generally;
uncertainty that the two businesses will be integrated successfully and that key
personnel will be retained; uncertainties 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; competition in
general; government, industry, and general public pricing and other political
pressures; the impact that the foregoing factors could have on the values
attributed to the Group's assets and liabilities as recorded in the Group's
consolidated balance sheet; and other risks and factors referred to in Novartis
AG's current Form 20-F on file with the SEC. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. Novartis is providing the information in this
media release as of this date and does not undertake any obligation to update
any forward-looking statements contained in this media release as a result of
new information, future events or otherwise.
Important Information
The tender offer described herein has not yet commenced, and this material is
neither an offer to purchase nor a solicitation of an offer to sell securities.
At the time the tender offer is commenced, Novartis will file a tender offer
statement with the United States Securities and Exchange Commission (the
"SEC"). Genoptix's stockholders are strongly advised to read the tender offer
statement (including an offer to purchase, letter of transmittal and related
tender offer documents) and the related solicitation/recommendation statement on
Schedule 14D-9 that will be filed by Genoptix with the SEC, because they will
contain important information that Genoptix's stockholders should consider
before tendering their shares. These documents will be available free of charge
at the SEC's web site (http://www.sec.gov). In addition, a copy of the offer to
purchase, letter of transmittal and related tender offer documents (once they
become available) may be obtained free of charge by directing a request to
Georgeson, Inc., at 199 Water Street, 26th Floor, New York, New York 10038 or by
calling toll-free (888) 206-5896.
About Novartis
Novartis provides healthcare solutions that address the evolving needs of
patients and societies. Focused solely on healthcare, Novartis offers a
diversified portfolio to best meet these needs: innovative medicines, cost-
saving generic pharmaceuticals, preventive vaccines, diagnostic tools and
consumer health products. Novartis is the only company with leading positions in
these areas. In 2009, the Group's continuing operations achieved net sales of
USD 44.3 billion, while approximately USD 7.5 billion was invested in R&D
activities throughout the Group. Headquartered in Basel, Switzerland, Novartis
Group companies employ approximately 100,000 full-time-equivalent associates and
operate in more than 140 countries around the world. For more information,
please visithttp://www.novartis.com.
# # #
Novartis Media Relations
Central media line : +41 61 324 2200
Eric Althoff
Novartis Global Media Relations
+41 61 324 7999 (direct)
+41 79 593 4202 (mobile)
eric.althoff(at)novartis.com
e-mail: media.relations(at)novartis.com
For Novartis multimedia content, please visit www.thenewsmarket.com/Novartis
For questions about the site or required registration, please
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Novartis Investor Relations
Central phone: +41 61 324 7944
Susanne Schaffert +41 61 324 3769 North America:
Pierre-Michel Bringer +41 61 324 1065 Richard Jarvis +1 212 830 2433
Thomas Hungerbuehler +41 61 324 8425 Jill Pozarek +1 212 830 2445
Isabella Zinck +41 61 324 7188 Edwin Valeriano +1 212 830 2456
e-mail: investor.relations(at)novartis.com e-mail:
investor.relations(at)novartis.com
--- End of Message ---
Novartis International AG
Postfach Basel
WKN: 904278;ISIN: CH0012005267;
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Source: Novartis International AG via Thomson Reuters ONE
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Unternehmensinformation / Kurzprofil:
Datum: 24.01.2011 - 07:00 Uhr
Sprache: Deutsch
News-ID 50645
Anzahl Zeichen: 10540
contact information:
Town:
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Kategorie:
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