Advanced Accelerator Applications S.A.
(NASDAQ:AAAP) (AAA or the Company), a leader in nuclear medicine
theragnostics, today announced that its Board of Directors,
following the completion of the information and consultation of the
Company’s works council, has (i) determined that the transactions
contemplated in the Memorandum of Understanding entered into with
Novartis AG (NYSE:NVS) on October 28, 2017 (the “Memorandum of
Understanding”), including the cash tender offer described in the
subsequent paragraph, are (x) consistent with and will further the
business objectives and goals of the Company, (y) advisable and (z)
in the best interests of the Company, its stockholders, other
stakeholders and its employees, (ii) approved and adopted the
transactions contemplated by the Memorandum of Understanding and
(iii) determined to recommend that the Company’s stockholders
support the offer, accept the offer and tender their shares in the
offer.
Pursuant to the Memorandum of Understanding, no
later than December 7, 2017, Novartis Groupe France S.A., a direct
and indirect wholly owned subsidiary of Novartis will make a cash
tender offer to acquire all the outstanding shares of AAA,
including shares represented by American Depositary Shares (the
“ADSs”), for $41 per ordinary share and $82 per ADS (each
representing 2 ordinary shares), in a transaction that is valued at
approximately $3.9 billion. The transaction is subject to customary
transactional regulatory approvals.
Transaction Terms
The tender offer will be implemented in
accordance with the terms and conditions of the binding Memorandum
of Understanding between Advanced Accelerator Applications and
Novartis. In addition to the offer terms, the Memorandum of
Understanding contains representations, warranties and undertakings
by Advanced Accelerator Applications and Novartis typical in
similar transactions. The Memorandum of Understanding may be
terminated by Advanced Accelerator Applications or Novartis under
certain circumstances prior to the commencement or completion of
the tender offer, including, for example, a material breach by
either party of the terms and conditions of the Memorandum of
Understanding prior to the commencement of the tender offer, the
Board of Directors of AAA amending its recommendation in a manner
adverse to Novartis, non-receipt of customary transactional
regulatory approvals and certain other circumstances. The parties
have further agreed on certain expense reimbursement and
termination fees payable by AAA to Novartis under certain
circumstances, including, if the Board of Directors of AAA
subsequently changes or withdraws its recommendation.
Advisors
Jefferies LLC acted as exclusive financial advisor to AAA.
Davis Polk & Wardwell LLP is serving as legal counsel to
AAA.
About Advanced Accelerator Applications
S.A.
Advanced Accelerator Applications (NASDAQ:AAAP)
is an innovative radiopharmaceutical company developing, producing
and commercializing molecular nuclear medicine theragnostics. AAA’s
theragnostic platform is based on radiolabeling a targeting
molecule with either gallium Ga 68 for diagnostic use, or lutetium
Lu 177 for therapy. AAA’s first theragnostic pairing for
neuroendocrine tumors includes diagnostic drugs NETSPOT® in the US
and SomaKit TOC™ in Europe; and therapeutic USAN: lutetium Lu 177
dotatate/INN: lutetium (177Lu) oxodotreotide (LUTATHERA®), which is
approved for use in Europe and currently under review with the FDA.
Additional theragnostics in development target gastrointestinal
stromal tumors (GIST), and prostate and breast cancer. AAA is also
an established leader in molecular nuclear diagnostic
radiopharmaceuticals for PET and SPECT, mainly used in clinical
oncology, cardiology and neurology. Headquartered in
Saint-Genis-Pouilly, France, AAA currently has 21 production and
R&D facilities, and more than 600 employees in 13 countries
(France, Italy, the UK, Germany, Switzerland, Spain, Poland,
Portugal, The Netherlands, Belgium, Israel, the US and Canada). AAA
reported sales of €109.3 million in 2016 (+23% vs. 2015) and €106.4
million for the first 9 months of 2017 (+31% vs. first 9 months of
2016). AAA is listed on the Nasdaq Global Select Market under the
ticker “AAAP”. For more information, please visit:
www.adacap.com.
Additional Information
This press release is neither an offer to
purchase nor a solicitation of an offer to sell securities. The
tender offer for the outstanding ordinary shares and American
Depositary Shares of AAA described in this press release has not
commenced. At the time the tender offer is commenced, Novartis and
Novartis Groupe France S.A., a direct and indirect wholly owned
subsidiary of Novartis (“Purchaser”) will file, or will cause to be
filed, a Schedule TO Tender Offer Statement with the U.S.
Securities and Exchange Commission (the “SEC”) and AAA will file a
Schedule 14D-9 Solicitation/Recommendation Statement with the SEC,
in each case with respect to the tender offer. The Schedule TO
Tender Offer Statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the Schedule
14D-9 Solicitation/Recommendation Statement will contain important
information that should be read carefully before any decision is
made with respect to the tender offer. Those materials and all
other documents filed by, or caused to be filed by, Novartis and
Purchaser with the SEC will be available at no charge on the SEC’s
website at www.sec.gov. The Schedule TO Tender Offer Statement and
related materials may be obtained for free under the “Investors –
Financial Data” section of Novartis website at
https://www.novartis.com/investors/financial-data/sec-filings. The
Schedule 14D-9 Solicitation/Recommendation Statement and such other
documents may be obtained for free from the Company under the
“Investor Relations” section of the Company’s website at
http://investorrelations.adacap.com/.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements. All statements, other than statements of historical
facts, contained in this press release, including statements
regarding the Company's strategy, future operations, future
financial position, future revenues, projected costs, prospects,
plans and objectives of management, are forward-looking statements.
The words "anticipate," "believe," "estimate," "expect," "intend,"
"may," "plan," "predict," "project," "target," "potential," "will,"
"would," "could," "should," "continue," and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words.
Forward-looking statements that appear in a number of places in
this press release include the Company's current expectation
regarding future events and various matters, including the
transaction, expected timing of filings with the FDA and EMA, and
approval dates. These forward-looking statements involve risks and
uncertainties that may cause actual results, events or developments
to be materially different from any future results, events or
developments expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, the
ability of the parties to complete the transaction on a timely
basis or at all, changing market conditions, the successful and
timely completion of clinical studies, the timing of our submission
of applications for regulatory approvals, EMA, FDA and other
regulatory approvals for our product candidates, the occurrence of
side effects or serious adverse events caused by or associated with
our products and product candidates; our ability to procure
adequate quantities of necessary supplies and raw materials for
USAN: lutetium Lu 177 dotatate/INN: lutetium (177Lu) oxodotreotide
(LUTATHERA®) and other chemical compounds acceptable for use in our
manufacturing processes from our suppliers; our ability to organize
timely and safe delivery of our products or product candidates by
third parties; any problems with the manufacture, quality or
performance of our products or product candidates; the rate and
degree of market acceptance and the clinical utility of USAN:
lutetium Lu 177 dotatate/INN: lutetium (177Lu) oxodotreotide
(LUTATHERA®) and our other products or product candidates; our
estimates regarding the market opportunity for USAN: lutetium Lu
177 dotatate/INN: lutetium (177Lu) oxodotreotide (LUTATHERA®), our
other product candidates and our existing products; our
anticipation that we will generate higher sales as we diversify our
products; our ability to implement our growth strategy including
expansion in the US; our ability to sustain and create additional
sales, marketing and distribution capabilities; our intellectual
property and licensing position; legislation or regulation in
countries where we sell our products that affect product pricing,
taxation, reimbursement, access or distribution channels;
regulatory actions or litigation; and general economic, political,
demographic and business conditions in Europe, the US and
elsewhere. Except as required by applicable securities laws, we
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Contacts:
AAA Corporate Communications Rachel
LevineDirector of Communications rachel.levine@adacap.comTel: +
1-212-235-2395
AAA Investor Relations Jordan Silverstein Head
of Investor Relations jordan.silverstein@adacap.com Tel: +
1-212-235-2394
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