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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Novartis AG
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated August 11, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whethe |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated July 17, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated July 17, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether t |
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| July 17, 2025 |
Novartis Second Quarter and Half Year 2025 Condensed Interim Financial Report – Supplementary Data INDEX Page OPERATING PERFORMANCE REVIEW 3 CASH FLOW AND BALANCE SHEET 10 INNOVATION REVIEW 14 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 16 Consolidated statements of comprehensive income 18 Consolidated balance sheets 19 Consolidated statements of changes in e |
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| July 17, 2025 |
Novartis International AG CH-4002 Basel Switzerland https://www.novartis.com http://x.com/NovartisNews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis reports strong Q2 with double-digit sales growth and core margin expansion; raises FY 2025 core operating income guidance Ad hoc announcement pursuant to Art. 53 LR • Q2 net sales grew +11% (cc1, +12% USD) with core operating income1 up +21% (cc, +20% |
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| June 25, 2025 |
Exhibit (a)(5)(F) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of NOVARTIS AG (Parent of Offeror) (Names of Filing Persons (identifying status |
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| June 25, 2025 |
Exhibit (a)(5)(G) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| June 23, 2025 |
Exhibit (a)(5)(E) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of NOVARTIS AG (Parent of Offeror) (Names of Filing Persons (identifying status |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of NOVARTIS AG (Parent of Offeror) (Names of Filing Persons (identifying status |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated June 2, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether t |
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| May 27, 2025 |
Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issue |
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| May 27, 2025 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of REGULUS THERAPEUTICS INC. |
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| May 27, 2025 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 1,000,306,090. |
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| May 27, 2025 |
Exhibit (a)(1)(H) POWER OF ATTORNEY This Power of Attorney is made on 20 May 2025 by Redwood Merger Sub Inc. |
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| May 27, 2025 |
Exhibit (a)(1)(E) Notice of Guaranteed Delivery With Respect to the Offer to Purchase All Outstanding Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| May 27, 2025 |
Exhibit (a)(1)(G) POWER OF ATTORNEY This Power of Attorney is made on 24 April 2025 by Novartis AG, a company limited by shares (Aktiengesellschaf) incorporated under the laws of Switzerland and registered in the Commercial Register of the Canton of Basel-Stadt, Switzerland, under number CHE-103. |
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| May 1, 2025 |
Exhibit 99.1 Subject: Regulus & Novartis Dear Regulus Team, On behalf of my Novartis colleagues, I want to express our genuine excitement to partner with you to accelerate the development of potentially transformative new therapies for patients living with renal diseases. From our earliest conversations with your leadership team to our deeper engagement, we’ve been profoundly impressed by the peop |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issue |
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| April 30, 2025 |
Novartis enters into an agreement to acquire Regulus Therapeutics Exhibit 99.3 Novartis enters into an agreement to acquire Regulus Therapeutics Dear Colleagues, I am pleased to share that today Novartis entered into an agreement to acquire Regulus Therapeutics, subject to customary closing conditions. Regulus is a San Diego-based biopharmaceutical company focused on developing microRNA therapeutics. The lead asset, farabursen is a first-in-class novel, next gen |
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| April 30, 2025 |
Exhibit 99.1 Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews MEDIA & INVESTOR RELEASE Novartis to acquire Regulus Therapeutics and farabursen, an investigational microRNA inhibitor to treat ADPKD, the most common genetic cause of renal failure · Regulus is a clinical-stage biopharmaceutical company develop |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issue |
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| April 30, 2025 |
Exhibit 99.2 LinkedIn post from Aharon (Ronny) Gal, Ph.D., Chief Strategy & Growth Officer of Novartis AG 1 Important Information about the Tender Offer This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of common stock, par value $0.001 (the “Shares”), of Regulus Therapeutics Inc., a Delaware corporation (“Regulus”) or any other securities. The te |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated April 29, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether |
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| April 29, 2025 |
Novartis International AG CH-4002 Basel Switzerland https://www.novartis.com http://x.com/NovartisNews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis continues strong momentum with double-digit sales growth, robust margin expansion and multiple approvals in Q1 Ad hoc announcement pursuant to Art. 53 LR • Net sales grew +15% (cc1, +12% USD) with core operating income1 up +27% (cc, +23% USD) o Sales |
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| April 29, 2025 |
Novartis First Quarter 2025 Condensed Interim Financial Report – Supplementary Data INDEX Page OPERATING PERFORMANCE REVIEW 3 CASH FLOW AND BALANCE SHEET 9 INNOVATION REVIEW 12 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 14 Consolidated statements of comprehensive income 15 Consolidated balance sheets 16 Consolidated statements of changes in equity 17 Consoli |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated April 3, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether |
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| March 31, 2025 |
Novartis AG P.O. Box CH-4002 Basel Switzerland United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Chris Edwards Lynn Dicker Daniel Gordon Basel, 31 March 2025 Re: Novartis AG Form 20-F for the Fiscal year Ended December 31, 2024 Filed January 31, 2025 File No. 001-1 |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated March 28, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether |
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| January 31, 2025 |
Novartis Fourth Quarter and Full Year 2024 Condensed Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 4 Discontinued operations 10 Total Company 10 COMPANY CASH FLOW AND BALANCE SHEET 11 INNOVATION REVIEW 15 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 17 Consolidated statements of comprehensive income 19 Cons |
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| January 31, 2025 |
Exhibit 13.2 CERTIFICATION OF HARRY KIRSCH, CHIEF FINANCIAL OFFICER OF NOVARTIS AG PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corporation (the “C |
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| January 31, 2025 |
Organizational Regulations of Novartis AG January 1, 2025 Table of Contents Section 1 Scope of the Regulations, Company Structure 3 Section 2 General Provisions 3 Section 3 Board of Directors 5 Section 4 Executive Committee 8 Section 5 Internal Audit 9 Section 6 Effectiveness, Amendments 9 Section 1 Scope of the Regulations, Company Structure Article 1 Basis and Scope These Regulations govern the |
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| January 31, 2025 |
Exhibit 12.1 CERTIFICATION I, Vasant Narasimhan, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| January 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated January 31, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| January 31, 2025 |
Ad hoc announcement pursuant to Art. 53 LR Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://x.com/novartisnews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis continues strong momentum of sales growth with margin expansion, reaches key innovation milestones in 2024 Full year • Net sales grew +12% (cc1, +11% USD) with core operating i |
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| January 31, 2025 |
As filed with the Securities and Exchange Commission on January 31, 2025 As filed with the Securities and Exchange Commission on January 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. |
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| January 31, 2025 |
Exhibit 12.2 CERTIFICATION I, Harry Kirsch, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the peri |
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| January 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated January 31, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| January 31, 2025 |
Articles of Incorporation of Novartis AG These Articles of Incorporation were adopted at the General Meeting of Novartis AG held on March 5, 2024. |
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| January 31, 2025 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2024 Novartis AG (“we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Title of each class Trading symbol(s) Name of each exchange on which registered Ordinary shares, nominal |
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| January 31, 2025 |
Legal Insider Policy Novartis Global Policy Page 1 Contents 1. Introduction 1.1. Purpose 1.2. Scope and Applicability 1.3. Exceptions 1.4. Adaptations 1.5. Roles and Responsibilities 2. Rules and Principles 2.1. Basic rules applicable to all employees 2.2. Additional rules for temporary insiders 2.3. Additional rules for continuing insiders 2.4. Exercise of options, warrants or similar securities |
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| January 31, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Nos. 333-171739, 333-198706, 333-250207 and 333-258081) on Form S-8 and in the Registration Statement (No. 333-282133) on Form F-3 of our report dated January 30, 2025, with respect to the consolidated financial statements of Novartis AG and the effecti |
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| January 31, 2025 |
Exhibit 13.1 CERTIFICATION OF VASANT NARASIMHAN, CHIEF EXECUTIVE OFFICER OF NOVARTIS AG PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corporation (t |
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| December 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated December 30, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whet |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated November 21, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whet |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 29, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| October 29, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 29, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether the registr |
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| October 29, 2024 |
Ad hoc announcement pursuant to Art. 53 LR Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis continues strong momentum in Q3 with 10% sales growth, 20% core operating income growth, and important innovation milestones; raises FY 2024 guidance • Q3 net sales grew |
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| October 29, 2024 |
Novartis Third Quarter and Nine Months 2024 Condensed Interim Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 4 Discontinued operations 10 Total Company 10 COMPANY CASH FLOW AND BALANCE SHEET 11 INNOVATION REVIEW 15 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 17 Consolidated statements of comprehensi |
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| October 17, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment SC 13D/A 1 tm2410988d42sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 6)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO GERMANY AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of S |
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| September 18, 2024 |
NOVARTIS CAPITAL CORPORATION Officer’s Certificate Exhibit 4.5 NOVARTIS CAPITAL CORPORATION Officer’s Certificate I, Eduard Marti, being President and Treasurer of Novartis Capital Corporation (the Company), a Delaware corporation, pursuant to the resolutions duly adopted by the Board of Directors of the Company on September 10, 2024, hereby determine as follows that: 1. The initial issuances of the series of guaranteed debt securities |
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| September 18, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.2 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| September 18, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.4 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| September 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated September 18, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark |
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| September 18, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.3 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| September 18, 2024 |
Exhibit 1.1 Terms Agreement Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 As Representatives of the several Underwriters named in Schedule I hereto September 16, 2024 Ladies and G |
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| September 18, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.1 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated September 17, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whe |
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| September 17, 2024 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-282133 Prospectus Supplement (to Prospectus dated September 16, 2024) Novartis Capital Corporation $1,000,000,000 3.800% Notes due September 18, 2029 Issue price: 99.757% $850,000,000 4.000% Notes due September 18, 2031 Issue price: 99.565% $1,100,000,000 4.200% Notes due September 18, 2034 Issue price: 99.282% $750,000,000 |
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| September 17, 2024 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables F-3 NOVARTIS AG Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 3. |
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| September 16, 2024 |
Filed Pursuant to Rule 433 Registration Nos. 333-282133 and 333-282133-01 September 16, 2024 PRICING TERM SHEET Novartis Capital Corporation 3.800% Notes due 2029 4.000% Notes due 2031 4.200% Notes due 2034 4.700% Notes due 2054 Fully and unconditionally guaranteed by Novartis AG 3.800% Notes due 2029 (the “2029 Notes”): Issuer: Novartis Capital Corporation Guarantor: Novartis AG Size: $1,000,000, |
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| September 16, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.2 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| September 16, 2024 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables F-3 NOVARTIS AG Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Debt Securities 457(r) 0. |
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| September 16, 2024 |
Subject to Completion Preliminary Prospectus Supplement dated September 16, 2024 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| September 16, 2024 |
Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) HSBC Bank USA, National Association (Exact name of trustee as specified in its charter) N/A 20-1177241 (Jurisdiction of |
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| September 16, 2024 |
Exhibit 1.1 NOVARTIS CAPITAL CORPORATION Debt Securities Fully and Unconditionally Guaranteed by NOVARTIS AG UNDERWRITING AGREEMENT STANDARD PROVISIONS To the representatives of the several Underwriters named from time to time in Schedule I to the applicable Terms Agreement Ladies and Gentlemen: From time to time Novartis Capital Corporation, a corporation incorporated under the laws of Delaware ( |
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| September 16, 2024 |
As filed with the Securities and Exchange Commission on September 16, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 16, 2024 Registration No. |
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| August 15, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 5)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO GERMANY AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 617760202 (CUSIP Number of Class |
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| August 13, 2024 |
Exhibit (a)(5)(M) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Section 23 para. |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated August 7, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether |
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| August 7, 2024 |
Exhibit (a)(5)(L) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| August 2, 2024 |
Exhibit (a)(5)(K) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| August 1, 2024 |
Exhibit (a)(5)(J) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 31, 2024 |
Exhibit (a)(5)(I) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 30, 2024 |
Exhibit (a)(5)(H) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 29, 2024 |
Exhibit (a)(5)(G) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 25, 2024 |
Exhibit (a)(5)(F) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 18, 2024 |
Ad hoc announcement pursuant to Art. 53 LR Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews FINANCIAL RESULTS | RÉSULTATS FINANCIERS | FINANZERGEBNISSE Novartis continues to deliver strong sales growth and core margin expansion in Q2; raises FY 2024 bottom-line guidance • Q2 net sales grew +11% (cc1, +9% US |
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| July 18, 2024 |
Novartis Second Quarter and Half Year 2024 Condensed Interim Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 4 Discontinued operations 10 Total Company 10 COMPANY CASH FLOW AND BALANCE SHEET 11 INNOVATION REVIEW 15 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 17 Consolidated statements of comprehensiv |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated July 18, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether t |
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| July 18, 2024 |
Exhibit (a)(5)(E) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 11, 2024 |
Exhibit (a)(5)(D) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 5, 2024 |
Exhibit (a)(1)(F) NOTICE OF GUARANTEED DELIVERY For Tender of American Depositary Shares (“ADSs”) of MorphoSys AG THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 6:00 P. |
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| July 5, 2024 |
Non-tender agreement regarding certain shares in MorphoSys AG dated 26 June 2024 Exhibit (d)(2) Non-tender agreement regarding certain shares in MorphoSys AG dated 26 June 2024 Non-tender agreement between (1) Novartis BidCo Germany AG, Roonstr. |
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| July 5, 2024 |
NON-BINDING ENGLISH TRANSLATION TABLE OF CONTENTS Exhibit (a)(1)(A) NON-BINDING ENGLISH TRANSLATION Mandatory publication pursuant to Sec. |
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| July 5, 2024 |
Exhibit (a)(1)(G) This notice is neither an offer to purchase nor a solicitation of an offer to sell any Shares or ADSs (each as defined below). |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 61776 |
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| July 5, 2024 |
----------- Client letter (German), end of text ------------------ Exhibit (a)(1)(I) Public Delisting Purchase Offer by Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Germany Technical specifications for settlement MorphoSys Shares: ISIN DE0006632003 Tendered MorphoSys Shares: ISIN DE000A40ESD9 MorphoSys ADS: ISIN US6177602025 The no-par value bearer shares (Stückaktien) of MorphoSys AG (“MorphoSys”) are evidenced by global certificates eligible for collective custody. |
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| July 5, 2024 |
Exhibit (a)(1)(B) Public Delisting Purchase Offer by Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Germany Dear Client, On 4 July 2024, Novartis BidCo AG (the “Bidder”) published the Offer Document pursuant to which it offers to all shareholders in MorphoSys AG (“MorphoSys”) to acquire all their shares in MorphoSys (“MorphoSys Shares”) pursuant to a public delisting purchase offer (cash offer, subsequently the “Delisting Purchase Offer”) in the internet at “www. |
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| July 5, 2024 |
Exhibit (d)(4) Version Project Woods Up to EUR 500,000,000 Shareholder Loan Facility Agreement between Novartis BidCo AG (as Lender) and MorphoSys AG (as Borrower) dated June 20, 2024 Hogan Lovells - 2 - TABLE OF CONTENTS Preamble 5 I. |
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| July 5, 2024 |
Form W-9 (Rev. March 2024) Request for Taxpayer Identification Number and Certification Department of the Treasury Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. Print or type. See Specific Instructions on |
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| July 5, 2024 |
Exhibit (a)(1)(D) PUBLIC DELISTING PURCHASE OFFER (CASH OFFER) by Novartis BidCo AG Lichtstrasse 35 4056 Basel Switzerland to the shareholders of MorphoSys AG Semmelweisstr. |
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| July 5, 2024 |
Security blockage agreement regarding certain shares in MorphoSys AG dated 27 June 2024 Exhibit (d)(3) Security blockage agreement regarding certain shares in MorphoSys AG dated 27 June 2024 Security blockage agreement between (1) UBS Switzerland AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland - the Depositary Bank - (2) Novartis BidCo Germany AG c/o Novartis Pharma GmbH, Roonstrasse 25, 90429 Nuremberg, Germany - the Shareholder - and (3) Novartis BidCo AG, Lichtstrasse 35, 4056 Bas |
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| July 5, 2024 |
Exhibit (a)(5)(C) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Basel, Switzerland Announcement pursuant to Sec. |
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| July 5, 2024 |
Exhibit 107 Calculation of Filing Fee Table Schedule TO-T (Rule 14d-100) MorphoSys AG (Name of Subject Company) Novartis AG (Offeror – Name of Filing Person) Table 1-Transaction Valuation Transaction Valuation* Fee Rate Amount of Filing Fee** Fees to Be Paid $ 263,898,777 0. |
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| July 5, 2024 |
Exhibit (d)(1) Delisting Agreement Relating to the Delisting of MorphoSys AG 20 June 2024 DELISTING AGREEMENT The delisting agreement (this “Agreement”) is entered into by and between: 1. |
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| July 5, 2024 |
Exhibit (a)(1)(C) PUBLIC DELISTING PURCHASE OFFER (CASH OFFER) by Novartis BidCo AG Lichtstrasse 35 4056 Basel Switzerland to the shareholders of MorphoSys AG Semmelweisstr. |
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| July 5, 2024 |
Exhibit (a)(1)(E) MORPHOSYS AG Attn: Voluntary Corporate Actions, COY: MPSB P.O. Box 43011 Providence Rhode Island 02940-3011 Information Agent: Georgeson LLC (866)356-7344 LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES OF MORPHOSYS AG Pursuant to the Offer Document dated July 4, 2024, Novartis Bidco AG has commenced a Delisting Purchase Offer to all holders of American Depositary Sha |
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| June 21, 2024 |
EX-9 3 tm2410988d28ex9.htm EXHIBIT 9 Exhibit 9 – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Section 23 para. 2 sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN ANY OTHER JURISDICTION OR INTO OR |
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| June 21, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment SC 13D/A 1 tm2410988d28sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 4)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO GERMANY AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of S |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO-C (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or (13)(e)(1) of the Securities Exchange Act of 1934 MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| June 20, 2024 |
Exhibit 99.1 - Convenience Translation - Novartis BidCo AG Publication of the decision to launch a public delisting purchase offer (öffentliches Delisting-Erwerbsangebot) in accordance with Sec. 10 para. 1 sentence 1, para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in conjunction with Sec. 39 para. 2 sentence 3 no. 1 of the German Stock |
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| June 17, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment SC 13D/A 1 tm2410988d26sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 3)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securitie |
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| June 10, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 2)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 617760202 (CUSIP Number of Class of Secu |
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| June 4, 2024 |
Exhibit (a)(5)(U) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NOVARTIS AG (Exact name of the registrant as specified in its charter) Switzerland 1-15024 98-0363351 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) Lichtstrasse 35 4056 Basel, Switzerland (Address of principal exec |
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| May 31, 2024 |
Conflict Minerals Report of Novartis AG Exhibit 1.01 Conflict Minerals Report of Novartis AG Overview This is the Conflict Minerals Report for Novartis AG and its consolidated affiliates for calendar year 2023 in accordance with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 1502”) and Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”). Unless the context requires otherwise, the |
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| May 28, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 1)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 617760202 (CUSIP Number of Class of Secu |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 24, 2024 |
Exhibit (a)(5)(T) Notification of Major Holdings This form is for information purpose only. |
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| May 16, 2024 |
Exhibit (a)(5)(S) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 13, 2024 |
Exhibit (a)(5)(R) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 10, 2024 |
Exhibit (a)(5)(Q) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 8, 2024 |
Exhibit (a)(5)(P) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| May 7, 2024 |
Exhibit (a)(5)(O) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| May 6, 2024 |
Exhibit (a)(5)(N) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| May 2, 2024 |
Exhibit (a)(5)(M) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| April 25, 2024 |
Exhibit (a)(5)(L) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| April 23, 2024 |
Novartis First Quarter 2024 Condensed Interim Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 4 Discontinued operations 9 Total Company 9 COMPANY CASH FLOW AND BALANCE SHEET 10 INNOVATION REVIEW 12 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 14 Consolidated statements of comprehensive income 15 Conso |
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| April 23, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated April 23, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether the registran |
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| April 23, 2024 |
Ad hoc announcement pursuant to Art. 53 LR Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews FINANCIAL RESULTS | RÉSULTATS FINANCIERS | FINANZERGEBNISSE Novartis delivers double-digit sales growth and core margin expansion in Q1; FY 2024 guidance raised • Q1 net sales grew +11% (cc1, +10% USD) with core oper |
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| April 18, 2024 |
Exhibit (a)(5)(K) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| April 18, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 6177 |
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| April 18, 2024 |
Joint Filing Agreement PURSUANT TO RULE 13d-1(k) Exhibit 1 Joint Filing Agreement PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| April 17, 2024 |
Exhibit (a)(5)(J) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Section 23 para. |
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| April 17, 2024 |
Notification of Major Holdings Exhibit (a)(5)(I) Notification of Major Holdings This form is for information purpose only. |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| April 16, 2024 |
Exhibit (a)(5)(H) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Section 23 para. |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| April 15, 2024 |
Notification of Major Holdings Exhibit (a)(5)(F) Notification of Major Holdings x Notification of Major Holdings or ¨ Correction of a notification of Major Holdings dated 1. |
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| April 15, 2024 |
Exhibit (a)(5)(G) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Section 23 para. |
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| April 11, 2024 |
Exhibit (a)(1)(K) POWER OF ATTORNEY This Power of Attorney is made on 9th April 2024 by Novartis BidCo AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland and registered in the Commercial Register of the Canton of Basel-Stadt, Switzerland, under number CHE-477. |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 61776 |
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| April 11, 2024 |
Exhibit (a)(1)(J) POWER OF ATTORNEY This Power of Attorney is made on 9th April 2024 by Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland and registered in the Commercial Register of the Canton of Basel-Stadt, Switzerland, under number CHE-103. |
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| April 11, 2024 |
Exhibit (a)(1)(H) Form W-9 (Rev. March 2024) Request for Taxpayer Identification Number and Certification Department of the Treasury Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. Print or type. See Specif |
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| April 11, 2024 |
------------ Declaration of Acceptance (German), end of text ----------------------- Exhibit (a)(1)(I) Voluntary public takeover offer by Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Germany Technical specifications for settlement MorphoSys Shares: ISIN DE0006632003 Tendered MorphoSys Shares: ISIN DE000A4BGGU0 Subsequently Tendered MorphoSys Shares: ISIN DE000A4BGGV8 MorphoSys ADS: ISIN US6177602025 The no-par value bearer shares (Stückaktien) of MorphoSys AG (“MorphoSys”) are evidenced by global certificates eligible for collective custody. |
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| April 11, 2024 |
MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT Exhibit (d)(3) CONFIDENTIAL MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT This Mutual Confidential Disclosure Agreement (“Agreement”), effective as of November 27, 2023 (“Effective Date”), is made and entered into between: MorphoSys AG, a publicly listed German corporation (registered at the Local Court of Munich HRB 121023) having an office and place of business at Semmelweisstrasse 7, 82152 Planegg, Germany, on behalf of itself and its Affiliates, as defined below (collectively “MORPHOSYS”) and Novartis Pharma AG, a publicly listed Swiss corporation (registered at the Commercial Register of Basel-Stadt CHE-106. |
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| April 11, 2024 |
Exhibit (d)(2) SUPPORT ARRANGEMENT February 5, 2024 To: MorphoSys AG Attn.: Management Board (Vorstand) Semmelweisstrasse 7 82152 Planegg Germany Dear Members of the MorphoSys AG Management Board: Reference is made to that certain Business Combination Agreement (the "BCA") entered into by and among (i) Novartis Pharma AG, a stock corporation incorporated under the Laws of Switzerland, with registe |
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| April 11, 2024 |
Voluntary Public Takeover Offer by Novartis BidCo AG, Basel, Switzerland, Exhibit (a)(1)(B) Voluntary Public Takeover Offer by Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Germany Dear Client, On 11 April 2024, Novartis BidCo AG (the „Bidder“) published the Offer Document pursuant to which it offers to all shareholders in MorphoSys AG („MorphoSys“) to acquire all their shares in MorphoSys („MorphoSys Shares“) pursuant to a voluntary public takeover offer (cash offer, subsequently the „Takeover Offer“) in the Internet at „www. |
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| April 11, 2024 |
Exhibit (a)(1)(E) . NNNNNNNNN NNNNNN NNNNNN NNNNNNNNNNNN C 1234567890 J N T 1 2 3 4 5 6 7 8 9 0 1 2 N B B C 0 1 TOTAL ADSs 12345678901234 Tax ID certification on file: Total Certificated ADSs 1234567890123 Total Book-Entry ADSs 1234567890123 Total ADSs 1234567890123 Breakdown of your holding here at The Bank of New York Mellon: MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 |
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| April 11, 2024 |
Exhibit (a)(1)(D) VOLUNTARY PUBLIC TAKEOVER OFFER (CASH OFFER) by Novartis BidCo AG Lichtstrasse 35 4056 Basel Switzerland to the shareholders of MorphoSys AG Semmelweisstraße 7 82152 Planegg Germany for the acquisition of all no-par value bearer shares including all no-par value bearer shares represented by American Depositary Shares in MorphoSys AG against a cash consideration in the amount of EUR68. |
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| April 11, 2024 |
Exhibit (a)(1)(C) VOLUNTARY PUBLIC TAKEOVER OFFER (CASH OFFER) by Novartis BidCo AG Lichtstrasse 35 4056 Basel Switzerland to the shareholders of MorphoSys AG Semmelweisstraße 7 82152 Planegg Germany for the acquisition of all no-par value bearer shares including all no-par value bearer shares represented by American Depositary Shares in MorphoSys AG against a cash consideration in the amount of EUR 68. |
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| April 11, 2024 |
Exhibit (a)(1)(F) VOLUNTARY CORPORATE ACTION, COY: MPSB NOTICE OF GUARANTEED DELIVERY For Tender of American Depositary Shares (“ADSs”) of MorphoSys AG This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates representing American Depositary Shares of MorphoSys are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach The Bank of New York Mellon (the “ADS Tender Agent”) on or before the Expiration Time (as defined in the Offer to Purchase). |
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| April 11, 2024 |
Exhibit (a)(5)(E) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Basel, Switzerland Announcement pursuant to Section 14 para. |
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| April 11, 2024 |
Ex-Filing Fees Calculation of Filing Fee Table Schedule TO-T (Rule 14d-100) MorphoSys AG (Name of Subject Company) Novartis AG (Offeror – Name of Filing Person) Table 1-Transaction Valuation Transaction Valuation* Fee Rate Amount of Filing Fee** Fees to Be Paid $ 2,804,450,121 0. |
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| April 11, 2024 |
Exhibit (a)(5)(D) Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www. |
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| April 11, 2024 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Mandatory publication pursuant to Secs. 34, 14 paras. 2 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz — “WpÜG”) Securityholders of MorphoSys AG, in particular those who have their place of residence, seat or place of habitual abode in the United States of America or otherwise outside the Federal Republic of |
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| April 11, 2024 |
Exhibit (a)(1)(G) This notice is neither an offer to purchase nor a solicitation of an offer to sell any Shares or ADSs (each as defined below). |
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| February 15, 2024 |
Exhibit 4.7 Working Copy Effective January 1, 2024 NOVARTIS CORPORATION 2011 STOCK INCENTIVE PLAN FOR NORTH AMERICAN EMPLOYEES, AS AMENDED AND RESTATED (THE “PLAN”) (Effective January 1, 2011) 1. Purpose Novartis Corporation originally established the Novartis Corporation 2001 Stock Incentive Plan for North American Employees (the “Original Plan”), effective as of January 1, 2001, whic |
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| February 15, 2024 |
NOVARTIS AG LONG TERM INCENTIVE PLAN Exhibit 4.5 Novartis AG Long Term Incentive Plan Adopted by the Board of Directors on January 22, 2014 and amended thereafter with latest adjustments made on December 13, 2023 with effect in relation to awards made on or after January 1, 2024. 1 Contents NOVARTIS AG LONG TERM INCENTIVE PLAN 3 1. PURPOSE OF THE PLAN 3 2. GRANTING OF AWARDS 3 3. DIVIDENDS AND DIVIDEND EQUIVALENTS 5 4. VESTING OF AWA |
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| February 15, 2024 |
As filed with the Securities and Exchange Commission on February 15, 2024 As filed with the Securities and Exchange Commission on February 15, 2024 Registration No. |
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| February 15, 2024 |
NOVARTIS AG DEFERRED SHARE BONUS PLAN Exhibit 4.6 Novartis AG Deferred Share Bonus Plan Adopted by the Board of Directors on January 22, 2014 and amended thereafter with latest adjustments made on December 13, 2023 with effect in relation to awards made on or after that date. Contents NOVARTIS AG DEFERRED SHARE BONUS PLAN 2 1. PURPOSE OF THE PLAN 2 2. DETERMINATION OF DEFERRED SHARE BONUS AWARDS 2 3. DIVIDENDS AND DIVIDEND EQUIVALENTS |
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| February 6, 2024 |
Exhibit 99.1 Subject: A message from Novartis regarding the recently announced transaction between MorphoSys and Novartis Dear MorphoSys team, Following yesterday’s announcement, we are reaching out to express our excitement to build on our long-standing development partnership. You have built a world-class company whose purpose is rooted in aspiring to redefine how cancer is treated. At Novartis, |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO-C (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS DATA42 AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) American Depositary Shares, each representing |
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| February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO-C (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS DATA42 AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) American Depositary Shares, each representing |
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| February 5, 2024 |
Exhibit 99.1 Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews MEDIA & INVESTOR RELEASE Novartis to strengthen oncology pipeline with agreement to acquire MorphoSys AG for EUR 68 per share or an aggregate of EUR 2.7bn in cash · Transaction to include pelabresib, a late-stage BET inhibitor for myelofibrosis ( |
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| February 5, 2024 |
Exhibit 99.2 Novartis data42 AG Publication of the decision to launch a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) in accordance with sec. 10 para. 1 sentence 1 in conjunction with sec. 29 para. 1 and sec. 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) Bidder: Novartis data42 AG Lichtstraße 35 4056 Basel, Switzerl |
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| January 31, 2024 |
As filed with the Securities and Exchange Commission on January 31, 2024 As filed with the Securities and Exchange Commission on January 31, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. |
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| January 31, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Nos. 333-171739, 333-198706, 333-250207 and 333-258081) on Form S-8 of our report dated January 30, 2024, with respect to the consolidated financial statements of Novartis AG and the effectiveness of internal control over financial reporting. /s/ KPMG A |
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| January 31, 2024 |
Execution version PRIVATE & CONFIDENTIAL 30 September 2023 NOVARTIS AG SANDOZ GROUP AG SEPARATION AND DISTRIBUTION AGREEMENT CONTENTS Clause Page 1. |
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| January 31, 2024 |
Exhibit 12.1 CERTIFICATION I, Vasant Narasimhan, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| January 31, 2024 |
Regulations of the Board of Directors, the Board Committees and the Executive Committee of Novartis AG (Organisationsreglement) March 7, 2023 Novartis AG 4002 Basel, Switzerland © March 2023, Novartis AG 1 Regulations of the Board of Directors, the Board Committees and the Executive Committee of Novartis AG Table of Contents Section 1 Scope of the Regulations, Organization in general 2 Section 2 G |
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| January 31, 2024 |
Annual Report 2023 Annual Report 2023 I Chair’s letter In 2023, Novartis made another substantial step in trans - forming from a diversiied healthcare player into a focused innovative medicines company. |
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| January 31, 2024 |
Novartis in Society Integrated Report 2023Who we are Our approach to reporting 3 2023 at a glance 4 Chair’s letter 5 CEO’s letter 6 We are Novartis 7 Our transformation 8 Our medicines 9 Our global operations 10 Our people, culture and values 11 Our performance in 2023 Business review 26 Innovation 31 Access to medicines 39 Unleash the power of our people 45 Environmental sustainability 50 Maintain high ethical standards 54 Product quality and patient safety 61 Governance, risk management and compensation Corporate governance 66 Our Board of Directors 69 Our Executive Committee 70 Risk management 71 Compensation 76 Contents Appendix Performance indicators 80 Disclosures in accordance with 85 Art. |
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| January 31, 2024 |
Ad hoc announcement pursuant to Art. 53 LR FINANCIAL RESULTS | RÉSULTATS FINANCIERS | FINANZERGEBNISSE Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com Novartis delivers strong full year performance, 10% net sales and 18% core operating income growth (cc1), with margin expansion. Continuing innovation momentum with multiple positive Ph3 re |
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| January 31, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-198706, 333-198706, 333-250207 and 333-258081) of Novartis AG of our report dated February 1, 2022, except for the effects of discontinued operations discussed in Note 1 to the consolidated financial statements, which is as o |
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| January 31, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated January 31, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether the registr |
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| January 31, 2024 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2023 Novartis AG (“we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Title of each class Trading symbol(s) Name of each exchange on which registered Ordinary shares, nominal |
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| January 31, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated January 31, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether the registr |
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| January 31, 2024 |
Exhibit 13.1 CERTIFICATION OF VASANT NARASIMHAN, CHIEF EXECUTIVE OFFICER OF NOVARTIS AG PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corpor |
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| January 31, 2024 |
30 September 2023 Execution version Tax Matters Agreement dated 30 September 2023 between Novartis AG Lichtstrasse 35 4056 Basel Switzerland hereinafter: “Novartis” and Sandoz Group AG Suurstoffi 14 6343 Rotkreuz Switzerland hereinafter: “Sandoz” each a “Party” and together the “Parties” concerning inter alia the allocation of tax liabilities between the Parties prior to, as a result of and subsequent to the Separation of the Sandoz Business. |
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| January 31, 2024 |
Exhibit 13.2 CERTIFICATION OF HARRY KIRSCH, CHIEF FINANCIAL OFFICER OF NOVARTIS AG PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corporation |
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| January 31, 2024 |
NOVARTIS AG POLICY GOVERNING THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97.1 NOVARTIS AG POLICY GOVERNING THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. Purpose This Policy Governing the Recovery of Erroneously Awarded Compensation (“Policy”) has been adopted by the Board of Directors of Novartis AG (“Board”) to comply with the requirements of United States Securities and Exchange Commission Rule 10D-1 (“Rule 10D-1”) and Section 303A.14 of the New York St |
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| January 31, 2024 |
Novartis Fourth Quarter and Full Year 2023 Condensed Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 4 Discontinued operations 11 Total Company 11 COMPANY CASH FLOW AND BALANCE SHEET 12 INNOVATION REVIEW 16 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 18 Consolidated statements of comprehensive income 20 Cons |
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| January 31, 2024 |
Exhibit 12.2 CERTIFICATION I, Harry Kirsch, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the peri |
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| January 31, 2024 |
Articles of Incorporation of Novartis AG September 15, 2023 Articles of Incorporation of Novartis AG September 15, 2023 The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on October 15, 1996. |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated January 8, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whethe |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated December 11, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whet |
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| December 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated December 5, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated November 28, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whet |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 30, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| October 24, 2023 |
Novartis Third Quarter and Nine Months 2023 Condensed Interim Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 3 Discontinued operations 11 Total Company 11 COMPANY CASH FLOW AND BALANCE SHEET 12 INNOVATION REVIEW 16 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 19 Consolidated statements of comprehensi |
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| October 24, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 24, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether the registr |
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| October 24, 2023 |
Ad hoc announcement pursuant to Art. 53 LR FINANCIAL RESULTS | RÉSULTATS FINANCIERS | FINANZERGEBNISSE Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com Novartis delivers 12% sales and 21% core operating income growth from continuing operations (in cc1). Executes Sandoz spin-off, achieves important innovation milestones, and raises FY 2023 |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 4, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whethe |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 2, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whethe |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated September 5, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whet |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated August 18, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whethe |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated August 9, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether |
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| July 18, 2023 |
Novartis Second Quarter and Half Year 2023 Condensed Interim Financial Report – Supplementary Data INDEX Page GROUP AND DIVISIONAL OPERATING PERFORMANCE Group 3 Innovative Medicines 7 Sandoz 13 CASH FLOW AND GROUP BALANCE SHEET 15 INNOVATION REVIEW 18 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 21 Consolidated statements of comprehensive income 23 Consolidate |
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| July 18, 2023 |
Ad hoc announcement pursuant to Art. 53 LR FINANCIAL RESULTS | RÉSULTATS FINANCIERS | FINANZERGEBNISSE Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com Novartis delivers strong sales growth, robust margin expansion and raises guidance. Announces USD 15 billion share buyback and Board endorses Sandoz spin-off1,2 • Q2 sales grew +9% (cc3, +7 |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated July 18, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether t |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated July 7, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether t |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant o Filed by a Party other than the Registrant 🗹 Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule14a-6 |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated June 12, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6( |
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| May 31, 2023 |
Conflict Minerals Report of Novartis AG Exhibit 1.01 Conflict Minerals Report of Novartis AG Overview This is the Conflict Minerals Report for Novartis AG and its consolidated affiliates for calendar year 2022 in accordance with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 1502”) and Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”). Unless the context requires otherwise, the |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NOVARTIS AG (Exact name of the registrant as specified in its charter) Switzerland 1-15024 98-0363351 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) Lichtstrasse 35 4056 Basel, Switzerland (Address of principal exec |
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| May 15, 2023 |
Exhibit 12.2 CERTIFICATION I, Harry Kirsch, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the peri |
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| May 15, 2023 |
Exhibit 13.1 CERTIFICATION OF VASANT NARASIMHAN, CHIEF EXECUTIVE OFFICER OF NOVARTIS AG PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corpor |
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| May 15, 2023 |
Exhibit 13.2 CERTIFICATION OF HARRY KIRSCH, CHIEF FINANCIAL OFFICER OF NOVARTIS AG PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corporation |
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| May 15, 2023 |
As filed with the Securities and Exchange Commission on May 15, 2023 As filed with the Securities and Exchange Commission on May 15, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. |
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| May 15, 2023 |
Exhibit 12.1 CERTIFICATION I, Vasant Narasimhan, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| May 9, 2023 |
Novartis AG PO Box CH 4002 Basel May 9, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Novartis AG Form 20-F for Fiscal Year Ended December 31, 2022 Filed February 1, 2023 File No. 001-15024 Ladies and Gentlemen: This is in reply to your letter addressed to Harry Kirsch, our Chief Financial Officer, d |
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| April 25, 2023 |
Novartis First Quarter 2023 Condensed Interim Financial Report – Supplementary Data INDEX Page GROUP AND DIVISIONAL OPERATING PERFORMANCE Group 3 Innovative Medicines 6 Sandoz 11 CASH FLOW AND GROUP BALANCE SHEET 12 INNOVATION REVIEW 14 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 17 Consolidated statements of comprehensive income 18 Consolidated balance sheet |
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| April 25, 2023 |
Ad hoc announcement pursuant to Art. 53 LR FINANCIAL RESULTS | RÉSULTATS FINANCIERS | FINANZERGEBNISSE Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com Novartis delivers strong sales growth, robust margin expansion and major innovation milestones. Raises FY guidance • Q1 sales grew +8% (cc1, +3% USD) and core operating income grew +15% (cc |
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| April 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated April 25, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether the registran |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated March 27, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether |
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| March 24, 2023 |
As filed with the Securities and Exchange Commission on March 24, 2023 As filed with the Securities and Exchange Commission on March 24, 2023 Registration No. |
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| March 24, 2023 |
Exhibit 4.5 Novartis AG Long Term Incentive Plan Adopted by the Board of Directors on January 22, 2014 and amended thereafter Version effective in relation to awards made on or after January 1, 2023 1 Contents NOVARTIS AG LONG TERM INCENTIVE PLAN 4 1. PURPOSE OF THE PLAN 4 2. GRANTING OF AWARDS 4 3. DIVIDENDS AND DIVIDEND EQUIVALENTS 6 4. VESTING OF AWARDS 7 5. LAPSE OR FORFEITURE OF AWARDS 9 6. C |
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| March 24, 2023 |
Exhibit 4.2 Novartis AG 4002 Basel, Switzerland © March 2023, Novartis AG 1 Regulations of the Board of Directors, the Board Committees and the Executive Committee of Novartis AG Table of Contents Section 1 Scope of the Regulations, Organization in general 2 Section 2 General Provisions 2 Section 3 Meetings of the Board, the Board Committees and the Executive Committee 3 Section 4 Board of Directo |
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| March 24, 2023 |
Articles of Incorporation of Novartis AG, as amended March 7, 2023 (English translation) Exhibit 4.1 The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on October 15, 1996. Alterations adopted by General Meetings of: April 21, 1999 October 11, 2000 (extraordinary GM) March 22, 2001 March 21, 2002 March 4, 2003 February 24, 2004 March 1, 2005 February 28, 2006 February 26, 2008 February 24, 2009 February 26, 2010 April 8, 2011 (extraordi |
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| February 1, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated February 1, 2023 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whether the registr |
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| February 1, 2023 |
99.2 Novartis in Society - Integrated Report 2022 Novartis in Society Integrated Report 2022 Contents About this report 3 2022 at a glance 4 Chair’s letter 5 CEO’s letter 6 Who we are Our company 8 Our medicines 9 Our global operations 10 Our people, culture and values 11 Business environment Our business environment 13 Our material issues 15 Strategy and value creation Our strategy 17 How we create value 20 Stakeholder engagement 21 Measuring ou |
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| February 1, 2023 |
Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the registration statements (Nos. 333-171739, 333-198706, 333-250207 and 333-258081) on Form S-8 of our report dated January 31 2023, with respect to the consolidated financial statements of Novartis AG and the effectiveness of internal control over financial reporting. /s/ KPMG AG |
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| February 1, 2023 |
Novartis Fourth Quarter and Full Year 2022 Condensed Financial Report – Supplementary Data INDEX Page GROUP AND DIVISIONAL OPERATING PERFORMANCE Group 3 Innovative Medicines 8 Sandoz 14 CASH FLOW AND GROUP BALANCE SHEET 16 INNOVATION REVIEW 19 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 22 Consolidated statements of comprehensive income 24 Consolidated balance sheets |
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| February 1, 2023 |
Annual Report 2022 Annual Report 2022 I Chair’s letter Medical progress and innovation are evolving with impres - sive speed even in a world of increasing volatility and uncertainty. |
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| February 1, 2023 |
As filed with the Securities and Exchange Commission on February 1, 2023 As filed with the Securities and Exchange Commission on February 1, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. |
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| February 1, 2023 |
Exhibit 13.1 CERTIFICATION OF VASANT NARASIMHAN, CHIEF EXECUTIVE OFFICER OF NOVARTIS AG PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corpor |
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| February 1, 2023 |
Consent of PricewaterhouseCoopers AG. Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-171739, 333-198706, 333-250207 and 333-258081) of Novartis AG of our report dated February 1, 2022 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers AG Basel, Switzerland Januar |
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| February 1, 2023 |
Description of Securities registered under Section 12 of the Exchange Act. Exhibit 2.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2022 Novartis AG (“we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Title of each class Trading symbol(s) Name of each exchange on which registered Ordinary shares, nominal |
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| February 1, 2023 |
Exhibit 13.2 CERTIFICATION OF HARRY KIRSCH, CHIEF FINANCIAL OFFICER OF NOVARTIS AG PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corporation |
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| February 1, 2023 |
Ad hoc announcement pursuant to Art. 53 LR FINANCIAL RESULTS | RÉSULTATS FINANCIERS | FINANZERGEBNISSE Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com Novartis continues to grow with further core margin expansion and achieves important innovation milestones Full year • Net sales grew +4% (cc1, -2% USD) with core operating income growing + |
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| February 1, 2023 |
Exhibit 12.1 CERTIFICATION I, Vasant Narasimhan, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
