Novartis issues EGM Invitation and Shareholder Information Brochure. Sandoz publishes Listing Prospectus ahead of proposed Spin-off vote

Novartis today issued the invitation to an Extraordinary General Meeting (EGM) of Novartis shareholders, scheduled to take place on September 15, 2023, in relation to the proposed 100% Spin-off of Sandoz, the Generics and Biosimilars business of Novartis.

At the EGM, shareholders of Novartis will vote on two proposals:

  1. A special distribution by Novartis AG of a dividend-in-kind to effect the Spin-off of Sandoz Group AG
  2. A reduction of the share capital of Novartis AG in connection with the Spin-off of Sandoz Group AG

The EGM has been called after the Novartis Board of Directors unanimously endorsed and recommended that shareholders approve the proposed separation of Sandoz via a Spin-off.

This is a key step in the separation process, which was initiated in August 2022 when Novartis announced its intention to separate the Sandoz business to create an independent company by way of a 100% Spin-off. Novartis is confident that the Spin-off is in the best interests of shareholders, creating a European champion and a global leader in Generics and Biosimilars, and a more focused Novartis. Looking ahead, both companies would be able to focus on maximizing value creation for their shareholders by prioritizing capital and resource allocation, employing separate capital structure policies, and increasing management focus on their respective business needs.

Further information issued today on Sandoz and the proposed Spin-off includes:

A supplement with Sandoz H1 2023 combined and pro forma financial statements is planned to be published in early September.

If Novartis shareholders approve the proposed special distribution at the EGM, the Spin-off will be implemented through the distribution of a dividend-in-kind of Sandoz shares to Novartis shareholders, and of Sandoz ADRs (American Depositary Receipts) to Novartis ADR holders.

Novartis shareholders and Novartis ADR holders will receive:

  • 1 Sandoz Share for every 5 Novartis Shares
  • 1 Sandoz ADR for every 5 Novartis ADRs

The Spin-off is expected to be tax neutral for Swiss tax and US federal income tax purposes.


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