AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 11, 2023, AMONG NOVARTIS AG, CHERRY MERGER SUB INC. AND CHINOOK THERAPEUTICS, INC.Merger Agreement • June 12th, 2023 • Chinook Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2023 (this “Agreement” and, such date, the “Agreement Date”), by and among Novartis AG, a company organized under the laws of Switzerland (“Parent”), Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Chinook Therapeutics, Inc., a Delaware corporation (the “Company”). Unless expressly stated otherwise, Parent, Merger Sub and the Company are referred to in this Agreement individually as a “party” and collectively as the “parties”.
Chinook Therapeutics Enters into Agreement to be Acquired by Novartis AGAcquisition Agreement • June 12th, 2023 • Chinook Therapeutics, Inc. • Pharmaceutical preparations
• Novartis to acquire Chinook for $40 per share in cash, with potential to receive up to an additional $4 per share in cash through contingent value rights, for a total equity value of up to approximately $3.5 billion
