Basel, Switzerland
18 September 2000
Novartis AG
announced today that it has sent its shareholders an invitation to the
Extraordinary General Meeting of the Shareholders (EGM) which will be
held at the St. Jakobs Halle in Basel on 11 October 2000. The
shareholders outside the US will also receive an additional
information brochure on the creation of Syngenta. At the EGM, the
shareholders will be invited to vote on the resolutions related to the
spin-off and the combination of Novartis Agribusiness and Zeneca
Agrochemicals to form Syngenta.
It is anticipated that the formation of Syngenta
will generate incremental shareholder value for Novartis shareholders
based on the excellent complementarity and synergies of the merged
businesses as well as Novartis’ new focus on healthcare. Daniel
Vasella, Chairman and CEO of Novartis commented: "This
transaction not only creates a new global leader in the agribusiness
industry, but also allows Novartis to focus on its core healthcare
activities and on those areas that have the greatest growth prospects
and offer maximum possible synergies with the pharma sector. The
timing of the transaction is especially beneficial as we expect to
launch a substantial number of new pharmaceutical products over the
next three years." Within its healthcare portfolio, the
pharmaceuticals sector will gain further importance. Excluding
agribusiness, this sector will contribute approximately 62% of sales
and approximately 77% of operating income of Novartis.
Heinz Imhof, Chairman designate of Syngenta, said,
"Our comprehensive product range, promising pipeline and strong
technology platform will help us achieve our full potential. We are
creating a leading high performance agribusiness company with an
excellent competitive position, providing the base for a sustainable
increase in shareholder value." After completion of the merger
transactions, Mr. Imhof will resign from the Executive Committee of
Novartis, and become Chairman of Syngenta AG.
The formation of Syngenta creates a market
leader in every major region, operating across all important areas of
crop protection and seeds with 1999 pro forma sales of approximately
USD 7.3 billion. It will provide the global scale and broad capability
in research and development in both traditional and new technologies
required to generate improved long-term growth and shareholder value.
Its 1999 pro forma research and development investment was
approximately USD 785 million. It is expected that the restructuring
of the combined agribusiness will generate annual pre-tax cost savings
of USD 525 million after three years. The restructuring costs will
amount to USD 900 million and be spread over a period of four years.
The new company’s listing on the Swiss, London,
Stockholm and New York stock exchanges is on schedule for mid-November
2000, subject to the approval of shareholders and the US anti-trust
authorities. The European Commission gave its approval for the merger
on 26 July 2000.
For more information, shareholders are urged to
read materials distributed to them. Shareholders outside the United
States are advised to read the information brochure on the creation of
Syngenta. Shareholders in the United States are urged to read the
prospectus, which contains important information and was filed with
the US Securities and Exchange Comission on 12 September 2000.
Additional copies of the prospectus are available from the Novartis
website www.novartis.com, from the shareholder hotlines listed below,
and from the SEC (File number 333-12522). Shareholders with questions
or requests for additional information should call the Swiss hotline
at 0800 848 444, the UK hotline at 0800 279 8885, the US hotline at 1
800 223 2064 or the Swedish hotline at 020 52 52 79 (46 8 31 06 88
outside Sweden).
The forgoing press release contains forward-looking
statements which may materially differ from any future results. Should
one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed,
estimated or expected.
Novartis (NYSE: NVS) is a world leader in
healthcare with core businesses in pharmaceuticals, consumer health,
generics, eye-care, and animal health. In 1999, the Group (including
Agribusiness) achieved sales of CHF 32.5 billion and invested more
than CHF 4.2 billion in R&D. Headquartered in Basel, Switzerland,
Novartis employs about 82 000 people and operates in over 140
countries around the world.