EXHIBIT (a)(5)(I)
NOVARTIS INTERNATIONAL AG
[NOVARTIS LOGO] Novartis Global Communications
CH-4002 Basel
Switzerland
http://www.novartis.com
Nehl Horton Kurt Leidner
Novartis Global Media Relations Sandoz Communications
+41 61 324 5749 (direct) +43 1 260 68 9611 (direct)
+41 79 593 4291 (mobile) +43 1 260 680 (main)
nehl.horton@novartis.com kurt.leidner@sandoz.com
NOVARTIS COMPLETES TENDER OFFER FOR EON LABS, INC. AND PURCHASE OF MAJORITY
STAKE
BASEL, JULY 21, 2005 - Novartis announced today that Zodnas Acquisition Corp.,
an indirect wholly owned subsidiary of Novartis AG, has successfully completed
its tender offer for the outstanding public shares of Eon Labs, Inc. The tender
offer expired at 5:30 pm New York City time on July 20, 2005. In addition,
Novartis also completed its purchase of the 67.7 percent stake in Eon Labs owned
by Santo Holding (Deutschland) GmbH.
Based on a preliminary count by the depositary for the offer, there were
tendered and not withdrawn 26,198,976 shares of Eon Labs common stock as of 5:30
pm New York City time on July 20, 2005, and an additional 839,738 shares were
guaranteed to be delivered within the next three days. These shares represent
approximately 30.4% of the total outstanding shares of Eon Labs and, together
with the 67.7 percent stake purchased from Santo, represent approximately 97.9%
of the total outstanding shares of Eon Labs.
Novartis expects to complete the merger of Zodnas with Eon Labs within the next
several days in accordance with Delaware's short-form merger statute. As a
result of the merger, each remaining outstanding share of Eon Labs will be
converted into the right to receive the same $31.00 per share in cash, without
interest.
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, and 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 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
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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.
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
biopharmaceutical active ingredients. Being a Retail Generics company, Sandoz
also operates a Business Unit with specific strategic focus - Anti-Infectives.
In 2004, Sandoz employed around 13,400 people worldwide and posted sales of USD
3.0 billion.
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CONTACTS
NEHL HORTON KURT LEIDNER
Novartis Global Media Relations Sandoz Communications
+41 61 324 5749 (direct) +43 1 260 68 9611 (direct)
+41 61 324 2200 (main) +43 1 260 680 (main)
nehl.horton@novartis.com kurt.leidner@sandoz.com
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