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November 23, 2019

Novartis Agrees to Acquire The Medicines Company for $9.7 Billion

November 24, 2019—The Medicines Company announced it has entered into a definitive agreement with Novartis AG to be purchased in an all-cash transaction for $85 per share, which suggests a fully diluted equity value of $9.7 billion. The transaction was unanimously approved by the Boards of Directors of both companies.

The Medicines Company is the developer of inclisiran, an investigational twice-annual therapy that lowers low-density lipoprotein (LDL) cholesterol. According to the company, inclisiran, the only cholesterol-lowering therapy in the small-interfering RNA class, uses the body’s natural process of RNA interference to specifically prevent the production of the PCSK9 protein in the liver to enhance the liver’s ability to remove LDL cholesterol from the bloodstream, thereby lowering LDL cholesterol levels. Inclisiran is not yet approved by the United States FDA or any other regulatory authority.

Alexander J. Denner, PhD, Chairman of The Medicines Company Board of Directors, said in the company’s announcement, “We recognized the innovative promise of inclisiran and focused the company’s resources to advance it from early development through phase 3 in ‘record’ time for the benefit of patients. Inclisiran has the potential to revolutionize the treatment of cardiovascular disease and profoundly improve the lives of millions of people around the world.

“Our vision for inclisiran is an affordable, widely available treatment that will dramatically reduce both the medical and economic burden of cardiovascular disease. Given the enormous capital required to realize its full potential, we have decided to sell to a company with resources and scale in excess of ours.”

The transaction is expected to be completed in the first quarter of 2020, pending the successful completion of the tender offer and other customary closing conditions.

Until the sale is final, The Medicines Company will continue to operate as a separate and independent company and expects to file regulatory submissions for inclisiran in the United States in the fourth quarter of 2019 and in Europe in the first quarter of 2020.

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