Sandoz completes acquisition of Oriel Therapeutics, strengthening potential for global leadership in respiratory

Princeton, New Jersey; June 3, 2010– Sandoz announced today that it has completed its acquisition of Oriel Therapeutics, a privately held US pharmaceuticals company, for an undisclosed sum. (Source: Financial terms were given in Novartis 2010 Annual Report) "On June 1, Sandoz completed the 100% acquisition of the privately held US-based Oriel Therapeutics Inc., to broaden its portfolio of projects in the field of respiratory drugs for a total purchase consideration of $332 million. This amount consists of an initial cash payment of $74 million and $258 million of deferred contingent consideration. Oriel's previous shareholders are eligible to receive milestone payments, which are contingent upon the company achieving future development steps, regulatory approvals and market launches, and sales royalties. The total $258 million of deferred contingent consideration represents the net present value of expected milestone and royalty payments. The final purchase price allocation, including the valuation of the contingent payment elements of the purchase price, resulted in net identified assets of $281 million and goodwill of $51 million. Results of operations since the acquisition date were not material. " * Closure gives Sandoz rights to several promising development projects, as well as to novel FreePath™ drug delivery system and Solis™ multi-dose dry powder inhaler * Regulatory approvals, if achieved, would broaden access to affordable, high-quality respiratory medicines and reinforce Sandoz’s position as a leader in differentiated generics "The closing of the Oriel Therapeutics acquisition is an important milestone in our aspiration to a global leadership position in differentiated, high-value respiratory products," said Don DeGolyer, President of Sandoz Inc., the US subsidiary of Sandoz. "We welcome the Oriel employees into our organization and look forward to our ongoing work together to strengthen Sandoz’s position in the respiratory market." Deal finalization follows the announcement of a definitive acquisition agreement on April 19 and the subsequent fulfillment of closing conditions. Oriel will be integrated as a separate development unit within Sandoz. Oriel focuses on developing respiratory products with known pathways as generic alternatives to patented drugs for asthma and chronic obstructive pulmonary disease (COPD). Regulatory approvals of these medicines, if achieved, would enable Sandoz to increase access to affordable, high-quality therapeutic alternatives for these increasingly prevalent diseases. The acquisition also offers Sandoz access to Oriel’s novel FreePath™ drug delivery technology, as well as its proprietary Solis™ disposable dry powder inhaler (based on the FreePath™ technology). *** Disclaimer The foregoing release contains forward-looking statements that can be identified by terminology such as "potential," "promising," "would," "look forward to," "will," or similar expressions, or by express or implied discussions regarding the potential impact of the acquisition of Oriel Therapeutics on Novartis and its Sandoz Division, or regarding the potential submission or approval of any potential new generic pharmaceutical products, or regarding potential future sales or earnings of the Novartis Group or its Sandoz Division. You should not place undue reliance on these statements. Such forward-looking statements reflect the current views of the Company 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 the acquisition of Oriel Therapeutics will result in any new product being submitted or approved for sale in any market. Nor can there be any guarantee that Novartis or its Sandoz Division, will achieve any particular future financial results or future growth rates, or that Novartis or Sandoz will be able to realize any potential synergies, strategic benefits or opportunities as a result of the acquisition. In particular, management’s expectations could be affected by, among other things, uncertainties involved in the development of new generic pharmaceutical products; unexpected regulatory actions or delays or government regulation generally; unexpected inabilities to obtain or maintain exclusivity periods for developed products; competition in general; government, industry and general public pricing pressures; unexpected patent litigation outcomes; unexpected patent litigation outcomes; litigation; the impact that the foregoing factors could have on the values attributed to the Novartis 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 US Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. Novartis is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise. *** About Sandoz Sandoz, a Division of the Novartis group, is a global leader in the field of generic pharmaceuticals, offering a wide array of high-quality, affordable products that are no longer protected by patents. Sandoz has a portfolio of about 1000 compounds and sells its products in more than 130 countries. Key product groups include antibiotics, treatments for central nervous system disorders, gastrointestinal medicines, cardiovascular treatments and hormone therapies. Sandoz develops, produces and markets these medicines along with pharmaceutical and biotechnological active substances and anti-infectives. In addition to strong organic growth in recent years, Sandoz has made a series of acquisitions including Lek (Slovenia), Sabex (Canada), Hexal (Germany) and Eon Labs (US), and EBEWE Pharma (Austria). In 2009, Sandoz employed around 23,000 people worldwide and achieved net sales of USD 7.5 billion. For further information Ted Deutsch Sandoz US Communications +1 609 627 5287 [email protected] Chris Lewis Sandoz Global Communications +49 8024 476 2550 [email protected]