News & Events

Eon Labs, Inc. and Novartis AG announced February 21, 2005 that they have signed a definitive merger agreement pursuant to which Novartis will acquire Eon. Simpson Thacher represents the Special Committee of independent members of Eon’s Board of Directors. Eon is one of the nation’s largest suppliers of generic pharmaceutical products.

Pursuant to the agreement, a wholly-owned subsidiary of Novartis will commence a cash tender offer to acquire all outstanding publicly held shares of Eon common stock not held by Eon’s 67.5% stockholder, Santo Holding (Deutschland) Gmbh, for $31.00 per share (an aggregate of approximately $1 billion in cash). Novartis also entered into an agreement with Santo to acquire all of the shares of Eon held by Santo for approximately $1.7 billion in cash. The tender offer for the public shares is contingent upon the contemporaneous purchase of Santo’s shares, which is contingent upon the Hexal purchase described below. Following completion of the tender offer and the purchase of the shares of Eon’s stock held by Santo, if more than a majority of the publicly held shares are purchased in the tender offer, Novartis will effect a merger to acquire all remaining public shares at the offer price. The transaction is subject to customary closing conditions, including U.S regulatory approvals and is expected to close in the second half of 2005.

In conjunction with the purchase of Eon, Novartis also announced that it had entered into an agreement to purchase all of the outstanding shares of Hexal AG for an estimated $5.68 billion in cash. Both Eon and Hexal will be merged with Novartis’ Sandoz unit, creating the world’s leading generics company based on global revenues.

The Simpson Thacher attorneys working on the transaction are: Robert Spatt, Patrick Naughton, Timothy Robb and Ian Schwartz (Corporate); and Paul Curnin (Litigation).