[NOVARTIS LOGO] NOVARTIS INTERNATIONAL AG
Novartis Global Communications
CH-4002 Basel
Switzerland
http://www.novartis.com
John Gilardi Kurt Leidner
Novartis Global Media Relations Sandoz Communications
+41 61 324 3018 (direct) +43 1 260 68 9611 (direct)
+41 79 596 1408 (mobile) +43 1 260 680 (main)
john.gilardi@novartis.com kurt.leidner@sandoz.com
[MEDIA RELEASE LOGO]
NOVARTIS EXTENDS TENDER OFFER FOR EON LABS, INC. THROUGH JULY 1, 2005
BASEL, JUNE 21, 2005 - Novartis announced today that Zodnas Acquisition Corp.,
an indirect wholly owned subsidiary of Novartis, is extending its cash tender
offer to acquire all outstanding public shares of Eon Labs, Inc. (NASDAQ: ELABS)
from the prior expiration date of 12:00 midnight New York City time on June 20,
2005 to 5:30 pm New York City time on July 1, 2005.
Accordingly, the tender offer and withdrawal rights will expire at 5:30 pm New
York City time on July 1, 2005. However, if shares are not accepted for payment
by July 21, 2005, Eon shareholders will be able to withdraw their tendered
shares at any time after July 21, 2005 and before their shares are accepted for
payment.
Based on a preliminary count by the depositary for the offer, there were
tendered and not withdrawn 22,152,720 shares of Eon Labs common stock as of
12:00 midnight on June 20, 2005 and an additional 2,297,759 shares are
guaranteed to be delivered within the next three days.
The completion of the tender offer and the purchase by Novartis of the 67.7
percent stake in Eon Labs from Santo Holding (Deutschland) GmbH, Eon's majority
shareholder, are subject to the receipt of U.S. regulatory approval. Novartis
will purchase Santo's shares immediately following completion of the tender
offer.
A hearing on plaintiff's motion for a preliminary injunction in In re Eon Labs,
Inc. Shareholders Litigation is currently scheduled for July 8, 2005 in the
Delaware Chancery Court in the U.S. Novartis does not currently expect to
receive regulatory approval prior to the court's hearing. However, Novartis, Eon
and Santo have agreed that Novartis will not complete the tender offer or the
purchase of Santo's shares while the motion for preliminary injunction is
pending.
This document contains "forward-looking statements" within the meaning of the US
Private Securities Litigation Reform Act. Forward-looking statements are
statements that are not historical facts and are generally identified by the
words "expects", "anticipates", "believes", "intends", "estimates", "will", or
similar expressions, or by express or implied discussions regarding strategies,
plans and expectations (including synergies). These statements include, but are
not limited to, financial projections and estimates and their underlying
assumptions, statements regarding the benefits of the business transactions
described herein, including future financial and operating results. Such
statements reflect the current plans, expectations, objectives, intentions or
views of management with respect to future events, are based on the current
beliefs and expectations of management and are subject to significant risks,
uncertainties and assumptions. Management's expectations could be affected by,
among other things, competition in general, the general economic environment and
other risks such as, but not limited to, those referred to in Novartis AG's Form
20-F on file with the U.S. Securities and Exchange Commission. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may differ materially from those set
forth or implied by the forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from those set forth in the forward-looking statements: the ability
to obtain governmental approvals for the
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transaction on the proposed terms and schedule; the risk that the businesses
will not be integrated successfully; the risk that the cost savings and any
other synergies from the transaction may not be fully realized or may take
longer to realize than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or suppliers;
social and political conditions such as war, political unrest and terrorism or
natural disasters; and general economic conditions and normal business
uncertainty and competition and its effect on pricing, spending, third-party
relationships and revenues. These forward-looking statements speak only as of
the date of this press release and no undertaking has been made to update or
revise them if there are changes in expectations or if any events, conditions or
circumstances on which any such forward looking statement is based.
Forward-looking statements made in connection with a tender offer are not
subject to the "safe harbor" provided for in the Private Securities Litigation
Reform Act of 1995.
SECURITYHOLDERS OF EON ARE URGED TO READ THE TENDER OFFER STATEMENT, LETTER OF
TRANSMITTAL AND OTHER MATERIALS RELATING TO THE TENDER OFFER, AS THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE
TENDER OFFER. SECURITYHOLDERS CAN OBTAIN A COPY OF THE TENDER OFFER STATEMENT,
LETTER OF TRANSMITTAL AND OTHER RELATED MATERIALS FREE OF CHARGE AT THE SEC'S
INTERNET SITE (http://www.sec.gov) OR FROM THE INFORMATION AGENT FOR THE TENDER
OFFER, GEORGESON SHAREHOLDER COMMUNICATIONS INC., BY CALLING (877) 278-4774
(CALL TOLL-FREE). WE URGE EON SECURITYHOLDERS TO CAREFULLY READ THOSE MATERIALS
PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER.
ABOUT NOVARTIS
Novartis AG (NYSE: NVS) is a world leader in pharmaceuticals and consumer
health. In 2004, the Group's businesses achieved sales of USD 28.2 billion and a
pro forma net income of USD 5.6 billion. The Group invested approximately USD
4.2 billion in R&D. Headquartered in Basel, Switzerland, Novartis Group
companies employ approximately 81,400 people and operate in over 140 countries
around the world. Further information is available at www.novartis.com.
Sandoz, a Novartis company, is a world leader in generic pharmaceuticals and
develops, manufactures and markets these medicines as well as pharmaceutical and
biotechnological active ingredients. Decades of experience and know-how make
Sandoz a renowned partner in pharmaceuticals, biogenerics and industrial
products. Sandoz employs approximately 13,000 people in over 110 countries and
reported sales of USD 3.0 billion in 2004.
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CONTACTS
JOHN GILARDI
Novartis Global Media Relations
+41 61 324 3018 (direct)
+41 61 324 2200 (main)
john.gilardi@novartis.com
KURT LEIDNER
Sandoz Communications
+43 1 260 68 9611 (direct)
+43 1 260 680 (main)
kurt.leidner@sandoz.com
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