Transaction Overview - Novartis will acquire all outstanding shares of Avidity for USD 7200 per share in cash, representing a 46% premium to the October 24 closing price[8] - The total transaction value is USD 12 billion on a fully diluted basis, representing an enterprise value of approximately USD 11 billion at the expected closing date[80] - The transaction is expected to close in H1 2026, pending SpinCo separation and customary conditions[8,80] Strategic Rationale - The acquisition strengthens the Neuroscience franchise by adding three late-stage neuromuscular programs[14] - It enhances the mid-to-long-term growth profile, with substantial sales and profit growth expected through the 2040s, and LOEs not before 2042 and IRA-exempt[14] - Avidity raises Novartis' expected 2024-2029 sales CAGR from +5% to +6%, bolstering mid-single-digit long-term growth[21,80] Avidity's Core Value Drivers - Del-desiran is on track to be the first approved drug for DM1, targeting approximately 80,000 patients in the US and Europe[28,29] - Del-brax is on track to be the first approved drug for FSHD, targeting approximately 45,000-87,000 patients in the US and Europe[28,44] - Del-zota in DMD44 targets approximately 900 patients in the US, with an FDA submission expected in 2026[28,58,63]