EXHIBIT (a)(5)(G)
NOVARTIS INTERNATIONAL AG
[NOVARTIS LOGO] 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
NOVARTIS REACHES AGREEMENT TO SETTLE US LAWSUIT RELATED TO EON LABS ACQUISITION
SETTLEMENT DOES NOT AFFECT ECONOMIC TERMS OF OUTSTANDING TENDER OFFER
BASEL, JULY 8, 2005 - Novartis announced today that it and the other defendants
in a lawsuit related to the acquisition of Eon Labs, Inc. (NASDAQ: ELAB) have
reached an agreement in principle with the plaintiffs to settle this litigation
pending before the Delaware Chancery Court. As a result, a hearing previously
scheduled for July 8, 2005, will not take place.
Under the settlement for the pending suit IN RE EON LABS, INC. SHAREHOLDERS
LITIGATION, Eon Labs has made additional disclosures in the Eon Labs
Recommendation Statement on Schedule 14D-9, and Zodnas and Novartis have agreed
to certain undertakings regarding the publicly held Eon Labs shares in the event
that less than a majority of the public shares are tendered in the tender offer.
These undertakings are described in the Schedule 14D-9 filed by Eon Labs and in
the Form TO filed by Zodnas Acquisition Corp. with respect to the tender offer.
The agreement in principle also provides for the extension of the tender offer
to at least July 15, 2005. The settlement does not affect the economic terms of
the outstanding tender offer. The settlement is subject to the approval of the
Delaware Chancery Court.
Separately, 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) for USD 31.00 per share from the prior
expiration date of 5:30 pm New York City time on July 13, 2005 to 5:30 pm New
York City time on July 20, 2005, since the conditions to complete the offer have
not yet been met. The extension of the tender offer will afford Eon Labs
shareholders additional time to receive and consider the supplemental
disclosures in the Schedule 14D-9 filed by Eon Labs.
Withdrawal rights under the tender offer are currently scheduled to expire at
5:30 pm New York City time on July 20, 2005, the expiration of the tender offer.
However, if shares are not accepted for payment by July 21, 2005, Eon Labs
shareholders will be able to withdraw their tendered shares at any time after
July 21, 2005 and before their shares are accepted for payment.
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 are subject to
the receipt of U.S. regulatory approval. Novartis will purchase Santo's shares
immediately following completion of the tender offer.
Based on a preliminary count by the depositary for the offer, there were
tendered and not withdrawn 22,483,276 shares of Eon Labs common stock as of 5:30
pm New York City time on July 7, 2005, and an additional 177,187 shares were
guaranteed to be delivered within the next three days. These shares represent
approximately 25.49% of the total outstanding shares of Eon Labs, and
approximately 78.45% of the total outstanding shares of Eon Labs, excluding
those shares owned by Santo Holding (Deutschland) GmbH, Eon's majority
shareholder.
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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 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, INCLUDING ALL
AMENDMENTS TO THE SCHEDULE 14D-9, AS THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER AND THEIR
RIGHTS TO WITHDRAW TENDERED SHARES. 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
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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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