Novartis Corporation (NVS) Exercises its Right to Purchase Additional Shares of Alnylam Pharmaceuticals Common Stock
4/26/2010
CAMBRIDGE, Mass.--(BUSINESS WIRE)--Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY - News), a leading RNAi therapeutics company, announced today that Novartis has elected to fully exercise its current right to purchase 55,223 unregistered shares of Alnylam's common stock in accordance with the terms of the Investor Rights Agreement between Alnylam and Novartis, dated September 6, 2005. The exercise of this right and election to purchase the maximum number of additional shares under the terms of the Agreement allows Novartis to maintain its current ownership level of Alnylam common stock of approximately 13.4%.
"Since the formation of our landmark alliance in 2005, we have been very fortunate to have Novartis as a committed partner," said John Maraganore, Ph.D., Chief Executive Officer of Alnylam. "This is now the third year that Novartis has elected to fully exercise their right to purchase additional shares under the Investor Rights Agreement, maintaining their current ownership percentage of Alnylam common stock. In addition, late last year Novartis elected to extend our collaboration for a fifth and final planned year, through October 2010. Novartis was clearly a pioneer in recognizing the potential of RNAi therapeutics as a new class of medicines, and we are pleased with the continued progress in our alliance."
Pursuant to terms of the Investor Rights Agreement and in connection with Alnylam's issuance of certain shares of common stock related primarily to stock option exercises during the fiscal year ended December 31, 2009, Novartis has elected to exercise their right to purchase additional Alnylam shares. Specifically, on April 20, 2010, Novartis elected to fully exercise its right to purchase 55,223 shares of Alnylam's common stock at a purchase price of $17.99 per share, which is equal to the average of the closing prices for Alnylam's common stock for the 20 trading-day period ending on March 30, 2010. On April 23, 2010, Novartis purchased the 55,223 unregistered shares resulting in a cash payment to Alnylam of $993,462. Following this purchase, Novartis owns approximately 13.4% of Alnylam's outstanding common stock. Novartis had also exercised this option in 2009 and 2008, where they purchased 65,922 and 213,888 shares, respectively, of Alnylam's common stock at a purchase price of $17.50 and $25.29 per share, respectively. The exercise of the stock purchase does not result in any changes to existing product rights or confer any additional collaboration rights to Novartis beyond the terms of the original 2005 License and Collaboration Agreement. Further, during the term described in the Investor Rights Agreement, Novartis is permitted to own no more than 19.9% of Alnylam's outstanding shares.
About RNA Interference (RNAi)
RNAi (RNA interference) is a revolution in biology, representing a breakthrough in understanding how genes are turned on and off in cells, and a completely new approach to drug discovery and development. Its discovery has been heralded as "a major scientific breakthrough that happens once every decade or so," and represents one of the most promising and rapidly advancing frontiers in biology and drug discovery today which was awarded the 2006 Nobel Prize for Physiology or Medicine. RNAi is a natural process of gene silencing that occurs in organisms ranging from plants to mammals. By harnessing the natural biological process of RNAi occurring in our cells, the creation of a major new class of medicines, known as RNAi therapeutics, is on the horizon. Small interfering RNAs (siRNAs), the molecules that mediate RNAi and comprise Alnylam's RNAi therapeutic platform, target the cause of diseases by potently silencing specific mRNAs, thereby preventing disease-causing proteins from being made. RNAi therapeutics have the potential to treat disease and help patients in a fundamentally new way.
About Alnylam Pharmaceuticals
Alnylam is a biopharmaceutical company developing novel therapeutics based on RNA interference, or RNAi. The company is applying its therapeutic expertise in RNAi to address significant medical needs, many of which cannot effectively be addressed with small molecules or antibodies, the current major classes of drugs. Alnylam is leading the translation of RNAi as a new class of innovative medicines with peer-reviewed research efforts published in the world's top scientific journals including Nature, Nature Medicine, and Cell. The company is leveraging these capabilities to build a broad pipeline of RNAi therapeutics; its most advanced program is in Phase II human clinical trials for the treatment of respiratory syncytial virus (RSV) infection. In addition, the company is developing RNAi therapeutics for the treatment of a wide range of disease areas, including liver cancers, TTR-mediated amyloidosis (ATTR), hypercholesterolemia, and Huntington's disease. The company's leadership position in fundamental patents, technology, and know-how relating to RNAi has enabled it to form major alliances with leading companies including Medtronic, Novartis, Biogen Idec, Roche, Takeda, Kyowa Hakko Kirin, and Cubist. Alnylam and Isis are joint owners of Regulus Therapeutics Inc., a company focused on the discovery, development, and commercialization of microRNA-based therapeutics. Founded in 2002, Alnylam maintains headquarters in Cambridge, Massachusetts. For more information, please visit www.alnylam.com.
Alnylam Forward-Looking Statement
Various statements in this release concerning Alnylam's future expectations, plans and prospects, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those risks more fully discussed in the "Risk Factors" section of its most recent annual report on Form 10-K on file with the Securities and Exchange Commission. In addition, any forward-looking statements represent Alnylam's views only as of today and should not be relied upon as representing its views as of any subsequent date. Alnylam does not assume any obligation to update any forward-looking statements.