-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PBLu4A+5yL1Arp3Uxy3OYH82yb27iaJ8/vZZDtWzxcd7/7nfRwNGDScmCPUsnJD3 CVIKlD0GtmxyrRfFXLvb9Q== 0000898822-06-000278.txt : 20060403 0000898822-06-000278.hdr.sgml : 20060403 20060403173011 ACCESSION NUMBER: 0000898822-06-000278 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060403 DATE AS OF CHANGE: 20060403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIRON CORP CENTRAL INDEX KEY: 0000706539 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942754624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35798 FILM NUMBER: 06734731 BUSINESS ADDRESS: STREET 1: 4560 HORTON ST CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5106558730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOVARTIS CORP CENTRAL INDEX KEY: 0001031007 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 520 WHITE PLAINS RD CITY: TARRYTOWN STATE: NY ZIP: 10591 MAIL ADDRESS: STREET 1: 520 WHITE PLAINS RD CITY: TARRYTOWN STATE: NY ZIP: 10591 SC 13D/A 1 sch13d.txt SCHEDULE 13D/A - APRIL 3, 2006 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 14)* --------------- CHIRON CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 170040109 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) WAYNE P. MERKELSON ANDREW R. BROWNSTEIN, ESQ. NOVARTIS CORPORATION TREVOR S. NORWITZ, ESQ. 608 FIFTH AVENUE WACHTELL, LIPTON, ROSEN & Katz NEW YORK, NEW YORK 10020 51 WEST 52 STREET (212) 307-1122 NEW YORK, NEW YORK 10019 (212) 403-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) APRIL 3, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 1 The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- 2 CUSIP No. 170040109 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Novartis Biotech Partnership, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 06-1415318 ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (A) |-| --------------------------------------------------------------------- (B) |-| --------------------------------------------------------------------- 3. SEC USE ONLY: ------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): AF ------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 0 Beneficially ------------------------------------------------------------- Owned by Each Reporting 8. SHARED VOTING POWER Person With 130,845,765 ------------------------------------------------------------- 3 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 130,845,765 ------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,845,765 ---------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.8% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ------------------------------------------------------------------------- 4 CUSIP No. 170040109 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Novartis Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-1834433 ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (A) |-| --------------------------------------------------------------------- (B) |-| --------------------------------------------------------------------- 3. SEC USE ONLY: ------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): AF ------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York ------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 0 Beneficially ------------------------------------------------------------- Owned by Each Reporting 8. SHARED VOTING POWER Person With 130,853,221 ------------------------------------------------------------- 5 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 130,853,221 ------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,853,221 ------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.8% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ------------------------------------------------------------------------- 6 CUSIP No. 170040109 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Novartis Pharma AG ------------------------------------------------------------------------- I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (A) |-| --------------------------------------------------------------------- (B) |-| --------------------------------------------------------------------- 3. SEC USE ONLY: ------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): WC ------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland ------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 0 Beneficially ------------------------------------------------------------- Owned by Each Reporting 8. SHARED VOTING POWER Person With 5,469,770 ------------------------------------------------------------- 7 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,469,770 ------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,469,770 ------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ------------------------------------------------------------------------- 8 CUSIP No. 170040109 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Novartis AG I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (A) |-| --------------------------------------------------------------------- (B) |-| --------------------------------------------------------------------- 3. SEC USE ONLY: ------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): WC ------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland ------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 0 Beneficially ------------------------------------------------------------- Owned by Each Reporting 8. SHARED VOTING POWER Person With 136,322,991 ------------------------------------------------------------- 9 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 136,322,991 ------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,322,991 ------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ------------------------------------------------------------------------- 10 ITEM 1. SECURITY AND ISSUER This Amendment No. 14 to Schedule 13D relates to Common Stock, par value $0.01 per share (the "Common Stock"), of Chiron Corporation, a Delaware corporation (the "Company"). Novartis AG ("Novartis"), Novartis Corporation, ("Novartis Corp"), Novartis Biotech Partnership, Inc. ("Biotech"), and Novartis Pharma AG ("Novartis Pharma" and, together with Novartis, Novartis Corp and Biotech the "Reporting Persons") hereby amend the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended and supplemented by adding the following: On April 3, 2006, the Company, Novartis Corp and Biotech entered into Amendment No. 1 (the "Amendment") to the Agreement and Plan of Merger, dated as of October 30, 2005, by and among the Company, Novartis Corp, Novartis Biotech, and for purposes of Section 10.14 thereof only, Novartis AG (the "Merger Agreement"). The Amendment amends the Merger Agreement by (1) increasing the amount of the consideration to be paid to holders of shares of the Company's common stock, par value $0.01 per share ("Common Stock") upon consummation of the merger contemplated thereby (the "Merger") from $45.00 per share of Common Stock to $48.00 per share of Common Stock (such increased amount, the "Merger Consideration"), and (2) providing that the only vote of holders of Common Stock required to approve the Merger is the affirmative vote of a majority of the outstanding shares of Common Stock, which is the vote required by Delaware law. In addition, the Amendment provides that shares of Common Stock owned by any non-U.S. affiliate of Parent will not be cancelled in the Merger, but instead will be converted into the right to receive the Merger Consideration. Also on April 3, 2006, Novartis Corp, Chiron and CAM North America LLC ("CAM") entered into a letter agreement (the "Letter Agreement") that provides that, subject to applicable fiduciary and/or regulatory obligations, CAM will vote or causeto be voted all shares of Common Stock over which CAM or certain relatedentities have voting authority or control in favor of the proposal to adopt theMerger Agreement at the special meeting of Chiron's stockholders. CAM also agreed to file an amendment to its Schedule 13D to such effect. Novartis issued a press release on April 3, 2006 announcing the execution of the Amendment and the Letter Agreement. The Amendment, the Letter Agreement and the press release are filed as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 hereto, respectively, and are incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF ISSUER Items 5(a) and 5(b) are hereby amended in their entirety as follows: (a) and (b) As of the date of this Amendment, Biotech is the record holder of 80,739,404 shares of Common Stock. In addition, pursuant to the Market Price Option Agreement, Biotech or its designee, which must be Novartis or a subsidiary thereof, has the right to purchase from the Company under certain circumstances such number of shares of Common Stock as are necessary for the Reporting Persons to maintain collectively up to a 55% ownership interest in the Company, which as of April 3, 2006, constituted the right to purchase an additional 50,106,361 shares, based on 197,753,623 shares of Common Stock outstanding at March 3, 2006, as reported in the Company's Proxy Statement for a special meeting of Company stockholders to be held on April 12, 2006, first mailed to Company stockholders on or about March 6, 2006 and filed with the Securities and Exchange Commission on Schedule 14A on March 6, 2006. Biotech is the beneficial owner of 130,845,765 shares of Common Stock, or 52.8% of the Common Stock, assuming Biotech exercises its right to purchase the additional shares of Common Stock pursuant to Market Price Option Agreement. Biotech has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition with respect to all the shares of Common Stock beneficially owned by it. Novartis Corp is the record holder of 7,456 shares of Common Stock. After adjusting the total number of shares beneficially owned by Novartis Corp to include the 130,845,765 shares beneficially owned by Biotech, Novartis Corp is the beneficial owner of 130,853,221 shares of Common Stock or 52.8% of the Common Stock, assuming Biotech exercises its right to purchase the additional shares of Common Stock pursuant to Market Price Option Agreement. Novartis Corp has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition with respect to all the shares of Common Stock beneficially owned by it. 11 Novartis Pharma is the record holder of 5,469,770 shares of Common Stock, or 2.2% of the Common Stock, assuming Biotech exercises its right to purchase the additional shares of Common Stock pursuant to Market Price Option Agreement. Novartis Pharma has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition with respect to all the shares of Common Stock beneficially owned by it. Novartis is the beneficial owner of the shares of Common Stock beneficially owned by Novartis Pharma, Novartis Corp and Biotech. Novartis beneficially owns 136,322,991 shares of Common Stock, giving it a 55% beneficial interest in the Company, assuming Biotech exercises its right to purchase the additional shares of Common Stock pursuant to Market Price Option Agreement. Novartis has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by Biotech, Novartis Corp and Novartis Pharma. To the best knowledge of each of the Reporting Persons, none of the persons listed on Schedule I hereto with respect to such Reporting Person is the beneficial owner of any shares of Common Stock, other than Raymund Breu, who is the beneficial owner of 65,216 shares of Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.1 Amendment No. 1, dated as of April 3, 2006, to the Agreement and Plan of Merger, dated as October 30, 2005, by and among Novartis Corporation, Novartis Biotech Partnership, Inc., Chiron Corporation and, for purposes of Section 10.14 thereof only, Novartis AG. 99.2 Press Release, dated as of April 3, 2006 99.3 Letter Agreement, dated as of April 3, 2006, by and among Novartis Corporation, CAM North America LLC and Chiron Corporation. 99.4 Joint Filing Agreement, by and among Novartis Biotech Partnership, Inc., Novartis Corporation, Novartis Pharma AG and Novartis AG, dated as of April 3, 2006. 12 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 3, 2006 NOVARTIS BIOTECH PARTNERSHIP, INC. By: /s/ Wayne P. Merkelson ----------------------------- Name: Wayne P. Merkelson Title: Vice President NOVARTIS CORPORATION By:/s/ George Miller ----------------------------- Name: George Miller Title: General Counsel NOVARTIS PHARMA AG By: /s/ Thomas Werlen ----------------------------- Name: Thomas Werlen Title: Group General Counsel By: /s/ Urs Baerlocher ----------------------------- Name: Urs Baerlocher Title: Head Legal and General Affairs NOVARTIS AG By: /s/ Bruno Heynen ----------------------------- Name: Bruno Heynen Title: Corporate Secretary By: /s/ Urs Baerlocher ----------------------------- Name: Urs Baerlocher Title: Head Legal and General Affairs Exhibit Index - -------------------------------------------------------------------------------- EXHIBIT NUMBER EXHIBIT NAME - -------------------------------------------------------------------------------- 99.1 Amendment No. 1, dated as of April 3, 2006, to the Agreement and Plan of Merger, dated as October 30, 2005, by and among Novartis Corporation, Novartis Biotech Partnership, Inc., Chiron Corporation and, for purposes of Section 10.14 thereof only, Novartis AG. - -------------------------------------------------------------------------------- 99.2 Press Release, dated as of April 3, 2006. - -------------------------------------------------------------------------------- 99.3 Letter Agreement, dated as of April 3, 2006, by and among Novartis Corporation, CAM North America LLC and Chiron Corporation. - -------------------------------------------------------------------------------- 99.4 Joint Filing Agreement, by and among Novartis Biotech Partnership, Inc., Novartis Corporation, Novartis Pharma AG and Novartis AG, dated as of April 3, 2006. - -------------------------------------------------------------------------------- EX-99 2 amendn1.txt EXHIBIT 99.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER -------------- This AMENDMENT NO. 1 (this "AMENDMENT"), dated as of April 3, 2006, to the Agreement and Plan of Merger, dated as of October 30, 2005 (the "MERGER AGREEMENT"), by and among Novartis Corporation, a New York corporation and an indirect wholly owned subsidiary of Novartis AG ("Parent"), a Swiss corporation ("NOVARTIS CORP"), Novartis Biotech Partnership, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent AG ("MERGER Sub"), Chiron Corporation, a Delaware corporation ("CHIRON"), and for purposes of Section 10.14 thereof only, Parent. WHEREAS, Section 10.2 of the Merger Agreement provides for the amendment of the Merger Agreement in accordance with the terms set forth therein; and WHEREAS, the parties hereto desire to amend the Merger Agreement as set forth below; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 DEFINITIONS; REFERENCES. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Merger Agreement. Each reference to "hereof," "herein," "hereunder," "hereby" and "this Agreement" shall, from and after the date hereof, refer to the Merger Agreement as amended by this Amendment. ARTICLE II AMENDMENTS TO MERGER AGREEMENT Section 2.1 AMENDMENTS TO MERGER AGREEMENT. The Merger Agreement shall be amended as follows: (a) SECTION 4.1(a) of the Merger Agreement is hereby amended by deleting clause (i) in its entirety and inserting the following in its place: "(i) owned by Merger Sub or any other U.S. Subsidiary of Parent" (b) SECTION 4.1(a) is hereby further amended by deleting "$45.00" and replacing such amount with "$48.00". (c) SECTION 4.1(b) of the Merger Agreement is hereby amended by deleting the words "by any of the Novartis Companies" and replacing such words with: "by Merger Sub or any other U.S. Subsidiary of Parent" (d) SECTION 5.3(b) of the Merger Agreement is hereby amended by inserting the following sentence at the end of such Section: "For purposes of this Agreement, "Novartis Companies" shall mean, collectively, Parent and any direct or indirect Subsidiary of Parent." (e) SECTION 7.2(a) is hereby amended by deleting the word "conditions" from clause (y) of the second sentence of such Section and replacing such word with "condition" and by replacing the word "have" with the word "has. (f) SECTION 7.3(a) is hereby amended by deleting the word "conditions" from the first sentence of such Section and replacing such word with "condition". (g) SECTION 8.1(a) if the Merger Agreement is hereby amended by deleting such Section in its entirety and by inserting the following in its place: "(a) STOCKHOLDER APPROVAL. This Agreement shall have been duly adopted by holders of shares of Common Stock constituting the Company Requisite Vote in accordance with applicable Law and the Company's certificate of incorporation and by-laws." (h) Annex A is hereby amended to reflect the change in location of the defined term "Novartis Companies" from Section 4.1(a) to Section 5.3(b). (i) The parties agree that the Stockholders Meeting shall be postponed or adjourned until April 19, 2006, or such other date as the parties may agree. ARTICLE III MISCELLANEOUS Section 3.1 NO FURTHER AMENDMENT. Except as expressly amended hereby, the Merger Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and 2 shall not be deemed to be an amendment to any other term or condition of the Merger Agreement or any of the documents referred to therein. Section 3.2 EFFECT OF AMENDMENT. This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby. Section 3.3 GOVERNING LAW. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws. Section 3.4 SEPARABILITY CLAUSE. In case any one or more of the provisions contained in this Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected, impaired, prejudiced or disturbed thereby. Section 3.5 COUNTERPARTS. This Amendment may be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute one and the same instrument. Section 3.6 HEADINGS. The descriptive headings of the several Articles of this Amendment were formulated, used and inserted in this Amendment for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. [SIGNATURE PAGE FOLLOWS] 3 IN WITNESS WHEREOF, Novartis Corp, Merger Sub, and Chiron have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above. NOVARTIS CORPORATION By: /s/ George Miller ---------------------- Name: George Miller Title: General Counsel NOVARTIS BIOTECH PARTNERSHIP. INC. By: /s/ Wayne P. Merkelson ---------------------- Name: Wayne P. Merkelson Title: Vice President CHIRON CORPORATION By: /s/ Howard Pien ---------------------- Name: Howard Pien Title: Chief Executive Officer SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EX-99 3 prssrls.txt EXHIBIT 99.2 NOVARTIS INTERNATIONAL AG Novartis Global Communications CH-4002 Basel Switzerland http://www.novartis.com [NOVARTIS LOGO] Eric Althoff John Gilardi Novartis Pharma Communications Novartis Global Media Relations +41 61 324 6392 (direct) +41 61 324 3018 (direct) +41 79 593 4202 (mobile) +41 79 596 1408 (mobile) eric.althoff@novartis.com john.gilardi@novartis.com - -------------------------------------------------------------------------------- [MEDIA RELEASE COMMUNIQUE AUX MEDIAS MEDIENMITTEILUNG] - -------------------------------------------------------------------------------- NOVARTIS AND CHIRON AMEND MERGER AGREEMENT, REQUIRED SHAREHOLDER APPROVAL NOW VIRTUALLY ASSURED o RAPID CONCLUSION OF TRANSACTION ALLOWS NOVARTIS TO QUICKLY ADVANCE CHIRON VACCINE PRODUCTION CAPABILITIES IN THE INTEREST OF PATIENTS o SIGNIFICANT CHIRON SHAREHOLDERS SUPPORT AMENDED MERGER AGREEMENT o AGREEMENT AVOIDS POTENTIAL OF VALUE DESTRUCTION FOR ALL CHIRON SHAREHOLDERS o CHIRON SPECIAL SHAREHOLDER MEETING NOW SET FOR APRIL 19 BASEL, APRIL 3, 2006 - Novartis announced today that an agreement has been reached with the independent directors of Chiron Corporation (NASDAQ: CHIR) to amend the terms of the merger agreement between the two companies originally signed in October 2005 that will allow for rapid closure. Novartis agreed to the amended terms as rapid closure of the transaction is in the best interest of public health as well as Chiron employees and avoids the potential of value destruction for all Chiron shareholders that would have resulted from a failed transaction. Completion of the transaction will also enable Novartis to make necessary investments required to quickly complete efforts aimed at fully restoring and increasing Chiron's production capabilities for seasonal influenza vaccines as well as for vaccines against potential pandemic influenza strains such as the H5N1 virus. Significant Chiron shareholders representing 17% of Chiron shares have advised Novartis and Chiron of their intention to vote in favor of the transaction, subject to the fiduciary and legal obligations applicable to them. In addition, the transaction is now conditioned on the approval of a majority of all the outstanding Chiron shares, including the 44% held by Novartis. Reflecting this, Chiron shareholders will now receive USD 48.00 in cash for each outstanding share of Chiron common stock, a premium of 32% to the unaffected price of USD 36.44 (the price before Novartis announced its initial takeover offer). To give Chiron shareholders a full opportunity to review the supplemental proxy materials, the special meeting of Chiron shareholders to vote on the merger will be adjourned to April 19 from the current date of April 12. Chiron will distribute supplemental proxy materials to shareholders of record as of March 3, 2006. This communication is for information purposes only. It shall not constitute an offer to purchase, sell or exchange, or the solicitation of an offer to purchase, sell or exchange any securities of Novartis or Chiron. The distribution of this news release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. This document contains "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act. Forward-looking statements are statements that are generally identified by the use of forward-looking terminology such as "will" or "expected" or similar expressions, or by express or implied discussions regarding strategies, plans and expectations. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions, statements regarding the benefits of the business transactions described herein, including future financial and operating results. Such statements reflect the current plans, expectations, objectives, intentions or views of management with respect to future events, are based on the current beliefs and expectations of management, and are subject to significant risks, uncertainties and assumptions. Management's expectations could be affected by, among other things, competition in general, the general economic environment and other risks such as, but not limited to, those referred to in Novartis AG's Form 20-F on file with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those set forth or implied by the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; social and political conditions such as war, political unrest and terrorism or natural disasters; general economic conditions and normal business uncertainty and competition and their effect on pricing, spending, third-party relationships and revenues. These forward-looking statements speak only as of the date of this press release and no undertaking has been made to update or revise them if there are changes in expectations or in any events, conditions or circumstances on which any such forward-looking statement is based. ABOUT NOVARTIS Novartis AG (NYSE: NVS) is a world leader in offering medicines to protect health, treat disease and improve well-being. Our goal is to discover, develop and successfully market innovative products to treat patients, ease suffering and enhance the quality of life. Novartis is the only company with leadership positions in both patented and generic pharmaceuticals. We are strengthening our medicine-based portfolio, which is focused on strategic growth platforms in innovation-driven pharmaceuticals, high-quality and low-cost generics and leading self-medication OTC brands. In 2005, the Group's businesses achieved net sales of USD 32.2 billion and net income of USD 6.1 billion. Approximately USD 4.8 billion was invested in R&D. Headquartered in Basel, Switzerland, Novartis Group companies employ approximately 91,000 people and operate in over 140 countries around the world. For more information, please visit http://www.novartis.com. # # # MEDIA CONTACTS JOHN GILARDI Novartis Global Media Relations +41 61 324 3018 (direct) +41 79 596 1408 (mobile) john.gilardi@novartis.com ERIC ALTHOFF Novartis Pharma Communications +41-61-324 6392(direct) +41-79-593 4202 (mobile) eric.althoff@novartis.com EX-99 4 ex99let.txt EXHIBIT 99.3 NOVARTIS CORPORATION 608 FIFTH AVENUE NEW YORK, NY 10020 CAM North America, LLC 399 Park Avenue New York, NY 10043 Attention: Brian Posner, President and Chief Executive Officer APRIL 3, 2006 Dear Mr. Posner: Reference is made to (1) that certain Agreement and Plan of Merger, dated as of October 30, 2005, by and among Chiron Corporation, a Delaware corporation ("CHIRON"), Novartis Corporation, a New York corporation ("NOVARTIS CORP"), Novartis Biotech Partnership, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Novartis AG, a Swiss corporation ("NOVARTIS AG") and an indirect subsidiary of Novartis Corp, and, solely for purposes of Section 10.14 thereof, Novartis AG (as it may be amended, supplemented, modified or waived from time to time, the "MERGER AGREEMENT"), and (2) the Schedule 13D/A (the "SCHEDULE 13D") relating to Chiron filed by CAM North America, LLC ("CAM") and certain other filing persons with the U.S. Securities and Exchange Commission on January 26, 2006. Pursuant to our recent discussions, in consideration of and subject to Novartis Corp and Chiron agreeing to amend the Merger Agreement (as so amended, the "AMENDED MERGER AGREEMENT") to provide for an increase in the Merger Consideration (as defined in the Merger Agreement) from $45.00 to $48.00 in cash per share of Chiron common stock, par value $0.01 per share (the "CHIRON COMMON SHARES"), CAM hereby agrees as follows: 1. Contemporaneously with the public announcement of the Amended Merger Agreement, CAM intends and will use its reasonable best efforts to file or cause to be filed an amendment to the Schedule 13D stating that CAM, Smith Barney Fund Management LLC and Salomon Brothers Asset Management Inc. (Smith Barney Fund Management LLC and Salomon Brothers Asset Management Inc. hereinafter referred to as the "OTHER ENTITIES") support the Amended Merger Agreement and, subject to fiduciary and/or regulatory obligations, will vote or cause to be voted all of the Chiron Common Shares owned by CAM or the Other Entities or over which CAM or the Other Entities has voting authority or control in favor of the proposal to adopt the Amended Merger Agreement at the special meeting of Chiron's stockholders to be convened and held on April 19, 2006 (or in no event later than April 21, 2006 or, in the event of comments or request for a longer solicitation period by the Securities and Exchange Commission or its staff, in no event later than May 12, 2006) to consider adoption of the Amended Merger Agreement (the "SPECIAL MEETING"). CAM ac- 1 knowledges that the Amended Merger Agreement may not be subject to the affirmative vote of a majority of the outstanding shares of Common Stock excluding shares of Common Stock owned by the Novartis Companies. 2.At the Special Meeting, CAM, subject to fiduciary and/or regulatory obligations, will vote or cause to be voted all of the Chiron Common Shares owned by CAM or the Other Entities or over which CAM or the Other Entities has voting authority or control in favor of the proposal to adopt the Amended Merger Agreement at the Special Meeting, to the extent such Special Meeting is convened and held on April 19, 2006 (or in no event later than April 21, 2006 or, in the event of comments or request for a longer solicitation period by the Securities and Exchange Commission or its staff, in no event later than May 12, 2006). 3.From and after the date hereof and through the completion of the Special Meeting, to the extent such Special Meeting is convened and held on April 19, 2006 (or in no event later than April 21, 2006 or, in the event of comments or request for a longer solicitation period by the Securities and Exchange Commission or its staff, in no event later than May 12, 2006), CAM, subject to fiduciary and/or regulatory obligations and any sales or redemptions generated by fiduciary accounts and/or mutual funds managed by it, will cause no action to be taken that would result in CAM or the Other Entities losing the power to vote or control the voting of the Chiron Common Shares over which any of them has voting authority or control as of the date hereof. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to the conflicts of laws rules of such State. This letter agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument and all such counterparts shall together constitute the same agreement. * * * * * If the foregoing properly reflects our agreement, please so indicate by acknowledging and agreeing below. Very truly yours, NOVARTIS CORPORATION By: /s/ Wayne P. Merkelson -------------------------------- Name: Wayne P. Merkelson Title: Vice President & Associate General Counsel ACKNOWLEDGED AND AGREED THIS 3rd DAY OF April 2006: CAM NORTH AMERICA LLC By: /s/ Brian Posner --------------------------- Name: Brian Posner Title: President and Chief Executive Officer CHIRON CORPORATION By: /s/ Howard Pien -------------------------- Name: Howard Pien Title: Chief Executive Officer 3 EX-99 5 ex994.txt EXHIBIT 99.4 Exhibit 99.4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D with respect to the beneficial ownership of shares of Common Stock of Chiron Corporation is filed jointly, on behalf of each of them. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Dated: April 3, 2006 NOVARTIS BIOTECH PARTNERSHIP, INC. By: /s/ Wayne P. Merkelson ----------------------------------- Name: Wayne P. Merkelson Title: Vice President NOVARTIS CORPORATION By: /s/ George Miller ----------------------------------- Name: George Miller Title: General Counsel NOVARTIS PHARMA AG By: /s/ Thomas Werlen ----------------------------------- Name: Thomas Werlen Title: Group General Counsel By: /s/ Urs Baerlocher ----------------------------------- Name: Urs Baerlocher Title: Head Legal and General Affairs NOVARTIS AG By: /s/ Bruno Heynen ----------------------------------- Name: Bruno Heynen Title: Corporate Secretary By: /s/ Urs Baerlocher ----------------------------------- Name: Urs Baerlocher Title: Head Legal and General Affairs -----END PRIVACY-ENHANCED MESSAGE-----