-=The Medicines Co (MDCO) to be acquired by Novartis (NVS) for $85.00/share

• Novartis adding a cholesterol drug to its arsenal.

The Medicines Co to be acquired by Novartis (NVS) for $85.00/share in cash 

Novartis announced today that it has entered into an agreement and plan of merger with The Medicines Company to acquire the US-based biopharmaceutical company for $85.00/share in cash, valuing the company at approximately $9.7 bln on a fully diluted equity basis. The offer price represents a premium of approximately 41% over The Medicines Company's 30-day (to November 22, 2019) volume weighted average price of $60.33 and approximately 24% premium over The Medicines Company's closing share price of $68.55 on November 22, 2019 which represented a fully diluted equity value of approximately $7.7 bln when including the impact of outstanding stock options and convertible debt. The transaction has been unanimously approved by the Boards of Directors of both companies.

The offer price represents a premium of approximately 41% over The Medicines Company's 30-day volume weighted average price of USD 60.33 and approximately 24% premium over The Medicines Company's closing share price of USD 68.55 on November 22, 2019 which represented a fully diluted equity value of approximately USD 7.7 bln when including the impact of outstanding stock options and convertible debt.

The transaction is expected to create significant value for patients, payers and Novartis shareholders. Assuming completion in the first quarter of 2020, Novartis expects inclisiran to start to contribute to Group and IM Division sales from 2021. It is also expected to further drive growth of the Cardiovascular-Renal-Metabolism franchise with the potential to become one of the largest products by sales in the Novartis portfolio, leveraging Novartis' global cardiovascular commercial capabilities.

The acquisition is expected to modestly dilute core EPS versus a no deal scenario during the next few years as the company invests for a successful launch of inclisiran. Novartis expects the transaction to be significantly accretive to Group core operating income and core EPS in the medium term, driven by sales growth and operational synergies, leveraging the worldwide footprint of the cardiovascular business.