Covington Advised Novartis in its Pending Acquisition of Avidity Biosciences

Covington Advised Novartis in its Pending Acquisition of Avidity Biosciences

Covington represented Novartis in its agreement to acquire Avidity Biosciences, Inc.÷ (Nasdaq: RNA), a San Diego-based biopharmaceutical company focused on a new class of therapeutics enabling RNA delivery to muscle.

Under the terms of the transactions, Novartis, through a merger with a newly formed indirect wholly owned subsidiary, will acquire all outstanding shares of Avidity. Pursuant to the terms of the merger agreement, holders of Avidity common stock will receive $72.00 per share in cash at closing, valuing the company at approximately $12 billion on a fully diluted basis and representing an enterprise value of approximately $11 billion at the expected closing date.

Prior to the closing of the merger, Avidity will transfer to SpinCo, a wholly owned subsidiary of Avidity, the early-stage precision cardiology programs and collaborations of Avidity. Holders of Avidity common stock will receive

(1) a distribution of one share of SpinCo for every ten shares of Avidity they hold and/or

(2) a pro rata cash distribution of the proceeds received by Avidity prior to the closing if certain SpinCo assets are, or SpinCo itself is, sold to a third party.

The Covington team was led by Catherine Dargan (Partner), Michael Riella (Partner), and Alicia Zhang (Partner).

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