Novartis AG (SWX:NOVN) entered into definitive agreement to acquire The Medicines Company (NasdaqGS:MDCO) for $6.8 billion on November 23, 2019. Under the terms of the merger agreement, Novartis AG will commence a tender offer to purchase all outstanding shares of The Medicines Company for $85 per share in cash. The tender offer will commence no later than December 5, 2019. On December 5, 2019, Novartis AG commenced the Offer which will expire on January 3, 2020, unless extended. Novartis AG plans to finance the transaction through available cash and short and long-term borrowings. Following completion of the tender offer, The Medicines Company will become a wholly-owned subsidiary of Novartis AG. If the agreement is terminated, The Medicines Company will be required to pay a termination fee of $290 million.

Completion of the transaction is subject to the successful completion of the tender offer, the tender of at least a majority of outstanding shares of The Medicines Company and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The tender offer and the merger are not subject to a financing condition. The transaction was unanimously approved by the Boards of Directors of Novartis AG and The Medicines Company. As of December 18, 2019, FTC granted early termination notice. The transaction is expected to be completed in the first quarter of 2020. As of December 5, 2019, the offer is expected to close on January 3, 2020. The acquisition is expected to modestly dilute core earnings per share (EPS) during the next few years as Novartis AG invests for a successful launch of inclisiran. Novartis AG expects the transaction to be significantly accretive core operating income and core EPS in the medium term, driven by sales growth and operational synergies.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as financial advisors and Scott A. Barshay, Jeffrey D. Marell and Justin Rosenberg, Manuel Frey, John Kennedy and Patricia Vaz de Almeida, Jean McLoughlin, Andrew Forman, Rick Rule, Chuck Googe, Peter Fisch, Jeffrey Samuels, Richard Elliott, Marta Kelly and William O'Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for The Medicines Company. Frank Aquila, Matthew Hurd, Melissa Sawyer, Ron Creamer, Mehdi Ansari, Heather Coleman, Neal McKnight, Eric Kadel, Renata Hesse and Michael Rosenthal, Matt Brennan and Foad Hoseinian of Sullivan & Cromwell LLP acted as legal advisors to Novartis in the transaction. Banc of America Securities LLC acted as financial advisor to Novartis AG. Andrew Bab of Debevoise & Plimpton LLP acted as the legal advisor to J.P. Morgan. Innisfree M&A Inc. acted as an information agent for Novartis. American Stock Transfer & Trust Company, LLC acted as the depositary and paying agent to Novartis. The Medicines Company will pay Goldman Sachs provides an aggregate fee of $37.5 million, all of which is contingent upon consummation of the transactions. The Medicines Company will pay J.P. Morgan a fee of $37.5 million, of which $2 million became payable upon delivery by J.P. Morgan of its opinion and the remainder of which is payable upon the closing of the transaction. . Thomas U. Reutter, Roland Truffer, Alexander von Jeinsen, Annette Weber, usanne Schreiber and Kerim Tbaishat of Bär & Karrer Ltd. acted as legal advisor to the Novartis AG (SWX:NOVN).

Novartis AG (SWX:NOVN) completed the acquisition of The Medicines Company (NasdaqGS:MDCO) on January 3, 2020. On January 3, 2020 the expiration of the tender offer (i) approximately 60 million shares were validly tendered and not withdrawn in the tender offer, representing approximately 75% of the outstanding shares of The Medicines Company's common stock, and (ii) Notices of Guaranteed Delivery had been delivered with respect to 13 million additional shares, representing approximately 16.9% of the outstanding shares of The Medicines Company's common stock. On January 4, 2020, Novartis accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares. Following the merger, The Medicines Company will be an indirect wholly-owned subsidiary of Novartis, and each share of The Medicines Company's common stock outstanding immediately prior to the effective time of the merger will be converted into the right to receive $85 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, as of January 6, 2020, The Medicines Company common stock will cease to be traded on the NASDAQ Global Select Market.
Alexander J. Denner, Geno J. Germano, John C. Kelly, Clive Meanwell, Paris Panayiotopoulos, Sarah J. Schlesinger and Mark Timney ceased to be a member from The Medicines Company Board of Directors upon close of the transaction. Victor Bulto and Christian Klee, the directors of Novartis will be the directors of the surviving corporation and officers of the The Medicines Company will be the officers of the surviving corporation.