Novartis Acquires AveXis for $8.7 Billion

On May 15, 2018, Novartis announced its completed acquisition of AveXis, a clinical-stage gene therapy biotech company, for a total of $8.7 billion in cash through a merger of its indirect wholly owned subsidiary, Novartis AM Merger Corporation (Merger Sub), with and into AveXis. The merger was implemented without a vote from AveXis stockholders.

Under the terms of the agreement and plan of merger announced in April 2018, Novartis’ Merger Sub commenced a tender offer to purchase all outstanding shares of AveXis for $218 per share. Following the completion of the tender offer, Novartis expects to carry out a merger of Merger Sub and AveXis in which shares of AveXis that have not been purchased in the tender offer will be converted into the right to receive the same cash price per share as paid in the tender offer, excluding shares held by stockholders who “properly demand and perfect appraisal rights under Delaware law, “according to Novartis’ press release. 

The tender offer and the merger are subject to customary closing conditions, including the tender of at least a majority of outstanding AveXis shares on a fully diluted basis and the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act. As a result of the merger, AveXis is now an indirect wholly owned subsidiary of Novartis.

AveXis has several ongoing clinical studies for the treatment of spinal muscular atrophy (SMA), an inherited neurodegenerative disease caused by a defect in a single gene, the survival motor neuron (SMN1). AveXis’ lead gene therapy candidate, AVXS-101, has shown favorable clinical data in treating SMA Type 1, according to Novartis.

AveXis also offers adeno-associated virus 9 (AAV9) gene therapy manufacturing capabilities and R&D capabilities, which, in addition to AVXS-101, includes other pipeline products for Rett Syndrome and a genetic form of amyotrophic lateral sclerosis caused by mutations in the superoxide dismutase 1 (SOD1) gene. Novartis states that AAV9 is considered to be a clinically proven gene delivery platform for diseases of the central nervous system.

"We are delighted to add AveXis' leading gene therapy technology to our company and to welcome our AveXis colleagues to Novartis,” said Vas Narasimhan, MD, CEO of Novartis, in a company press release. “Together, we now have the potential to bring to children the first one-time gene-based treatment for the devastating disease, spinal muscular atrophy [SMA]. The deal also supports our strategy to deliver transformative innovation in areas of high unmet medical need and advances our growing pipeline of gene therapies with the potential to transform the care of diseases, from SMA and cancer to blindness."  

Source: Novartis,AveXis