SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

(Amendment No. 2)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

AVEXIS, INC.

(Name of Subject Company)

AVEXIS, INC.

(Name of Person Filing Statement)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

05366U100

(CUSIP Number of Class of Securities)

Michael B. Johannesen

Senior Vice President, General Counsel and Chief Compliance Officer

AveXis, Inc.

2275 Half Day Rd, Suite 200

Bannockburn, Illinois 60015 (847) 572-8280

(Name, address and telephone numbers of person authorized to

receive notices and communications on behalf of the persons filing statement)

With a copy to:

Faiza J. Saeed, Esq.

George F. Schoen, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 8th Avenue

New York, New York 10019

(212) 474-1000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2018 (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “Schedule 14D-9”)  and amended on April 20, 2018 by AveXis, Inc., a Delaware corporation (“AveXis”). The Schedule 14D-9 relates to the cash tender offer by Novartis AM Merger Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Novartis AG, a company organized under the laws of Switzerland (“Parent”), disclosed in the Tender Offer Statement on Schedule TO (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “Schedule TO”), filed by Purchaser and Parent with the SEC on April 17, 2018, pursuant to which Purchaser has offered to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of AveXis (the “Shares”) at a purchase price of $218.00 per Share (such price, as it may be increased pursuant to the Merger Agreement, the “Offer Price”), net to the seller in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 17, 2018 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”, which, together with the Offer to Purchase, constitutes the “Offer”). The initial expiration date of the Offer is at 12:00 midnight, New York City time, at the end of the day Monday, May 14, 2018, unless the Offer is extended or earlier terminated as permitted by the Merger Agreement and applicable law.

Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.

Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 under the heading “Regulatory Approvals-U.S. Antitrust” is hereby amended and supplemented by adding the following paragraphs at the end of such section:

(a) “On April 30, 2018, the waiting period under the HSR Act applicable to the Offer expired. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.”

(b) “On May 1, 2018, AveXis issued a press release announcing the expiration of the required waiting period under the HSR Act applicable to the Offer, a copy of which is attached hereto as Exhibit (a)(5)(G).”

Item 9. Exhibits

Item 9 of the Solicitation/Recommendation Statement is hereby amended and supplemented by adding the following Exhibits:

Exhibit No.	Description
(a)(5)(G)		Press Release issued by AveXis, Inc., dated May 1, 2018.
(a)(5)(H)		Press Release issued by Novartis AG, dated May 1, 2018 (incorporated by reference to Exhibit (a)(5)(F) to the Schedule TO).
(a)(5)(I)		Email message dated May 1, 2018 from Sean P. Nolan, President and Chief Executive Officer of AveXis, to AveXis’ Employees.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.

AVEXIS, INC.
By:	/s/ Sean P. Nolan
	Name:  Sean P. Nolan
	Title:    President and Chief Executive Officer

Dated: May 1, 2018

EX-99.A5G

Exhibit (a)(5)(G)

Media Inquiries:

Lauren Barbiero

W2O Group

646-564-2156

lbarbiero@w2ogroup.com

Investor Inquiries:

Jim Goff

AveXis, Inc.

650-862-4134

jgoff@avexis.com

AveXis Provides Update on Proposed Acquisition by Novartis AG

Chicago, Ill. (May 1, 2018) – AveXis, Inc. (NASDAQ: AVXS), a clinical-stage gene therapy company developing treatments for patients suffering from rare and life-threatening neurological genetic diseases, today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the proposed acquisition of AveXis by Novartis AG (Novartis) expired at 11:59 p.m. on April 30, 2018.

On April 6, 2018, AveXis, Novartis and Novartis AM Merger Corporation, a wholly owned subsidiary of Novartis (Purchaser), entered into an agreement and plan of merger, pursuant to which, and upon the terms and subject to the conditions described therein, on April 17, 2018, Purchaser commenced a cash tender offer to acquire all of the outstanding shares of AveXis’ common stock at a price of $218.00 per share, net to the seller in cash, without interest, subject to any required withholding of taxes.

With the expiration of the waiting period, the tender offer is expected to close in May 2018, subject to other customary closing conditions. Unless the tender offer is extended, the offer and withdrawal rights will expire at 12:00 midnight, New York City time, at the end of the day on May 14, 2018.

About AveXis, Inc.

AveXis, Inc. is a clinical-stage gene therapy company, dedicated to developing and commercializing novel treatments for patients suffering from rare and life-threatening neurological genetic diseases. Our initial product candidate, AVXS-101, is our proprietary gene therapy currently in development for the treatment of spinal muscular atrophy, or SMA, Type 1, the leading genetic cause of infant mortality, and SMA Types 2 and 3. The U.S. Food and Drug Administration, or FDA, has granted AVXS-101 Orphan Drug Designation for the treatment of all types of SMA and Breakthrough Therapy Designation, as well as Fast Track Designation for the treatment of SMA Type 1. In addition to developing AVXS-101 to treat SMA, we also plan to develop other novel treatments for rare neurological diseases, including Rett syndrome and a genetic form of amyotrophic lateral sclerosis caused by mutations in the superoxide dismutase 1 (SOD1) gene.

For additional information, please visit www.avexis.com.

IMPORTANT INFORMATION

This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of AveXis. On April 17, 2018, Novartis and Purchaser filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (SEC) and AveXis filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. INVESTORS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER OR WHETHER TO TENDER THEIR SHARES PURSUANT TO THE TENDER OFFER, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION (INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER) AND THE PARTIES THERETO. Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that AveXis files with the SEC at the SEC’s website at www.sec.gov, or free of charge from AveXis at www.AveXis.com or by directing a request to AveXis at jgoff@avexis.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve substantial risks and uncertainties, including statements regarding the completion of the transaction with Novartis. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions intended to identify statements about the future. These statements speak only as of the date of this communication and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Meaningful factors which could cause actual results to differ from these forward-looking statements include, without limitation: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of AveXis’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for AveXis will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated April 6, 2018 (Merger Agreement), among Novartis, Purchaser and AveXis, including in circumstances which would require AveXis to pay a termination fee; (vii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on AveXis’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from AveXis’ ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and (x) other factors discussed in the “Risk Factors” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of AveXis’ Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 28, 2018, and risks that may be described in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings by AveXis with the SEC. In addition to the risks described above, other unknown or unpredictable factors also could affect AveXis’ results. As a result of these factors, we cannot assure you that the forward-looking statements in this communication will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent our views as of the date of this communication. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this communication. You should read this communication and the documents that we reference in this communication completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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2

EX-99.A5I

Exhibit (a)(5)(I)

Dear Team,

I am pleased to share with you the important news that the required waiting period under U.S. antitrust law applicable to the proposed AveXis / Novartis merger has expired.  This represents the satisfaction of one of the transaction’s most significant closing conditions and we must now await closure of the tender offer on May 14th (unless it is extended) and the satisfaction (or waiver) of certain other customary closing conditions before we can close.  A copy of our press release announcing the expiration of the waiting period is attached.

As promised, I will keep the team updated on significant transactional developments and will let everyone know as soon as I know when Day 1 is expected to occur.  In the meantime, I continue to be very impressed with the dedicated and focused efforts of AveXis employees to bring our life-saving therapy to the patients and families who are counting on us.  Keep up the tremendous work!

Best regards,

Sean