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Novartis AG — Capital/Financing Update 2017
Feb 17, 2017
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Capital/Financing Update
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POSASR 1 a17-4530_1posasr.htm POST-EFFECTIVE AMENDMENT NO.2
Registration No. 333-207004
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
Form F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Novartis AG
(Exact name of Registrant as specified in its charter)
Novartis Inc.
(Translation of Registrants name into English)
Switzerland
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
Lichtstrasse 35
4056 Basel, Switzerland
+41 61 324 1111
(Address and telephone number of Registrants principal executive offices)
| Novartis Capital Corporation (Exact name of Registrant as specified in its charter) | Novartis Securities Investment Ltd. (Exact name of Registrant as specified in its charter) |
|---|---|
| Not Applicable (Translation of Registrants name into English) | Not Applicable (Translation of Registrants name into English) |
| Delaware (State or other jurisdiction of incorporation or organization) | Bermuda (State or other jurisdiction of incorporation or organization) |
| 26-3086456 (I.R.S. Employer Identification No.) | Not Applicable (I.R.S. Employer Identification No.) |
| 230 Park Avenue, 21st Floor New York, New York 10169 + 1 212 307 1122 (Address and telephone number of Registrants principal executive offices) | 131 Front Street Hamilton, HM12, Bermuda +1 441 296 8025 (Address and telephone number of Registrants principal executive offices) |
Dr. Felix R. Ehrat Dr. Christian Rehm Novartis AG Lichtstrasse 35 CH-4056 Basel Switzerland +41 61 324 1111
(Name, address and telephone number of agent for service)
Copies of all communications to:
Bernd Bohr Mayer Brown International LLP 201 Bishopsgate London EC2M 3AF +44 20 3130 3640 Stuart K. Fleischmann Shearman & Sterling LLP 599 Lexington Ave New York, NY 10022 +1 212 848 7527
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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Explanatory Note
The purpose of this Post-Effective Amendment No. 2 to the registration statement is to file certain exhibits to the registration statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 9. Exhibits
| Exhibit Number | Description |
|---|---|
| 1.1 | Form of Underwriting Agreement (1) |
| 4.1 | Indenture, dated February 10, 2009 among Novartis Capital Corporation, Novartis Securities Investment Ltd. and Novartis Finance S.A., as issuers, Novartis AG, as guarantor, and HSBC Bank USA, National Association, as trustee (2) |
| 4.2 | Form of Guaranteed Debt Security (3) |
| 4.3 | Form of Guaranteed Debt Security for 3.000% Notes due 2025 (4) |
| 4.4 | Form of Guaranteed Debt Security for 4.000% Notes due 2045 (5) |
| 4.5 | Officers Certificate of Novartis Capital Corporation (6) |
| 4.6 | Form of Guaranteed Debt Security for 1.800% Notes due 2020 |
| 4.7 | Form of Guaranteed Debt Security for 2.400% Notes due 2022 |
| 4.8 | Form of Guaranteed Debt Security for 3.100% Notes due 2027 |
| 4.9 | Officers Certificate of Novartis Capital Corporation |
| 5.1 | Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG, Novartis Capital Corporation and Novartis Securities Investment Ltd. (7) |
| 5.2 | Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (8) |
| 5.3 | Opinion of Appleby, special Bermuda counsel to Novartis Securities Investment Ltd. (9) |
| 5.4 | Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation (10) |
| 5.5 | Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (11) |
| 5.6 | Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation |
| 5.7 | Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges (12) |
| 12.2 | Computation of Ratio of Earnings to Fixed Charges (13) |
| 12.3 | Computation of Ratio of Earnings to Fixed Charges (14) |
| 23.1 | Consent of Mayer Brown International LLP (included in Exhibits 5.1, 5.4 and 5.6) |
| 23.2 | Consent of Bär & Karrer AG (included in Exhibits 5.2, 5.5 and 5.7) |
| 23.3 | Consent of Appleby (included in Exhibit 5.3) |
| 23.4 | Consent of PricewaterhouseCoopers AG (15) |
| 24.1 | Powers of Attorney (16) |
| 25.1 | Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of HSBC Bank USA, |
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National Association (17)
| (1) | Incorporated by reference to Exhibit 1.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
|---|---|
| (2) | Incorporated by reference to Exhibit 4.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (3) | Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (4) | Incorporated by reference to Exhibit 4.3 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (5) | Incorporated by reference to Exhibit 4.4 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (6) | Incorporated by reference to Exhibit 4.5 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (7) | Incorporated by reference to Exhibit 5.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (8) | Incorporated by reference to Exhibit 5.2 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (9) | Incorporated by reference to Exhibit 5.3 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (10) | Incorporated by reference to Exhibit 5.4 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (11) | Incorporated by reference to Exhibit 5.5 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (12) | Incorporated by reference to Exhibit 12.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (13) | Incorporated by reference to Exhibit 12.2 of the Report on Form 6-K furnished to the SEC on November 17, 2015 with a statement of computation of the ratio of earnings to fixed charges |
| (14) | Incorporated by reference to Exhibit 12.3 of the Report on Form 6-K furnished to the SEC on February 14, 2017 with a statement of computation of the ratio of earnings to fixed charges |
| (15) | Incorporated by reference to Exhibit 23.4 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (16) | Incorporated by reference to the signature pages of Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (17) | Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Novartis AG, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 17th day of February 2017.
| Novartis AG | |
|---|---|
| By: | /s/ DANIEL WEISS |
| Name: | Daniel Weiss |
| Title: | Authorized Signatory |
| By: | /s/ DR. CHRISTIAN REHM |
| Name: | Dr. Christian Rehm |
| Title: | Authorized Signatory |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| * | Chief Executive Officer (principal | February 17, 2017 |
| Joseph Jimenez | executive officer) | |
| * | Chief Financial Officer (principal | February 17, 2017 |
| Harry Kirsch | financial and accounting officer) | |
| * | Chairman of the Board of Directors | February 17, 2017 |
| Dr. Joerg Reinhardt | ||
| * | Vice Chairman of the Board of | February 17, 2017 |
| Dr. Enrico Vanni | Directors | |
| * | Director | February 17, 2017 |
| Dr. Nancy C. Andrews | ||
| * | Director | February 17, 2017 |
| Dr. Dimitri Azar | ||
| Director | ||
| Ton Buechner |
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| Signature | Title | Date |
|---|---|---|
| * | Director | February 17, 2017 |
| Dr. Srikant Datar | ||
| Director | ||
| Elizabeth Doherty | ||
| * | Director | February 17, 2017 |
| Ann Fudge | ||
| * | Director | February 17, 2017 |
| Dr. Pierre Landolt | ||
| * | Director | February 17, 2017 |
| Dr. Andreas von Planta | ||
| * | Director | February 17, 2017 |
| Dr. Charles L. Sawyers | ||
| * | Director | February 17, 2017 |
| William T. Winters | ||
| * | Authorized U.S. Representative | February 17, 2017 |
| Barry Rosenfeld |
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Pursuant to the requirements of the Securities Act of 1933, the registrant, Novartis Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 17th day of February 2017.
| Novartis Capital Corporation | |
|---|---|
| By: | * |
| Name: | Craig Osten |
| Title: | Director and President (principal executive officer and principal financial and accounting officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ DANIEL WEISS | Chairman of the Board of Directors | February 17, 2017 |
| Daniel Weiss | ||
| * | Director and President (principal | February 17, 2017 |
| Craig Osten | executive officer and principal financial and accounting officer) |
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Pursuant to the requirements of the Securities Act of 1933, the registrant, Novartis Securities Investment Ltd., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 17th day of February 2017.
| Novartis Securities Investment Ltd. | |
|---|---|
| By: | * |
| Name: | Simon Zivi |
| Title: | Chairman of the Board of Directors (principal executive officer and principal financial and accounting officer) |
| By: | * |
| Name: | Michael L. Jones |
| Title: | Deputy Chairman of the Board of Directors and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| * | Chairman of the Board of Directors | February 17, 2017 |
| Simon Zivi | (principal executive officer and principal financial and accounting officer) | |
| * | Deputy Chairman of the Board of | February 17, 2017 |
| Michael L. Jones | Directors and Secretary | |
| * | Director | February 17, 2017 |
| Felix Eichhorn | ||
| Director | ||
| Sarah Demerling | ||
| * | Alternate Director | February 17, 2017 |
| Alison Dyer-Fagundo | ||
| Alternate Director | ||
| James Bodi | ||
| * | Authorized U.S. Representative | February 17, 2017 |
| Barry Rosenfeld |
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********* By his signature below, each of the undersigned, pursuant to a duly authorized power of attorney filed with the Securities and Exchange Commission, have signed this Post-Effective Amendment No. 2 to the registration statement on behalf of the person indicated.
| /s/ DANIEL WEISS |
|---|
| Daniel Weiss |
| /s/ DR. CHRISTIAN REHM |
| Dr. Christian Rehm |
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EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 1.1 | Form of Underwriting Agreement (1) |
| 4.1 | Indenture, dated February 10, 2009 among Novartis Capital Corporation, Novartis Securities Investment Ltd. and Novartis Finance S.A., as issuers, Novartis AG, as guarantor, and HSBC Bank USA, National Association, as trustee (2) |
| 4.2 | Form of Guaranteed Debt Security (3) |
| 4.3 | Form of Guaranteed Debt Security for 3.000% Notes due 2025 (4) |
| 4.4 | Form of Guaranteed Debt Security for 4.000% Notes due 2045 (5) |
| 4.5 | Officers Certificate of Novartis Capital Corporation (6) |
| 4.6 | Form of Guaranteed Debt Security for 1.800% Notes due 2020 |
| 4.7 | Form of Guaranteed Debt Security for 2.400% Notes due 2022 |
| 4.8 | Form of Guaranteed Debt Security for 3.100% Notes due 2027 |
| 4.9 | Officers Certificate of Novartis Capital Corporation |
| 5.1 | Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG, Novartis Capital Corporation and Novartis Securities Investment Ltd. (7) |
| 5.2 | Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (8) |
| 5.3 | Opinion of Appleby, special Bermuda counsel to Novartis Securities Investment Ltd. (9) |
| 5.4 | Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation (10) |
| 5.5 | Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (11) |
| 5.6 | Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation |
| 5.7 | Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges (12) |
| 12.2 | Computation of Ratio of Earnings to Fixed Charges (13) |
| 12.3 | Computation of Ratio of Earnings to Fixed Charges (14) |
| 23.1 | Consent of Mayer Brown International LLP (included in Exhibits 5.1, 5.4 and 5.6) |
| 23.2 | Consent of Bär & Karrer AG (included in Exhibits 5.2, 5.5 and 5.7) |
| 23.3 | Consent of Appleby (included in Exhibit 5.3) |
| 23.4 | Consent of PricewaterhouseCoopers AG (15) |
| 24.1 | Powers of Attorney (16) |
| 25.1 | Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of HSBC Bank USA, National Association (17) |
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| (1) | Incorporated by reference to Exhibit 1.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
|---|---|
| (2) | Incorporated by reference to Exhibit 4.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (3) | Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (4) | Incorporated by reference to Exhibit 4.3 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (5) | Incorporated by reference to Exhibit 4.4 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (6) | Incorporated by reference to Exhibit 4.5 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (7) | Incorporated by reference to Exhibit 5.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (8) | Incorporated by reference to Exhibit 5.2 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (9) | Incorporated by reference to Exhibit 5.3 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (10) | Incorporated by reference to Exhibit 5.4 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (11) | Incorporated by reference to Exhibit 5.5 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-207004) filed with the SEC November 20, 2015 |
| (12) | Incorporated by reference to Exhibit 12.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (13) | Incorporated by reference to Exhibit 12.2 of the Report on Form 6-K furnished to the SEC on November 17, 2015 with a statement of computation of the ratio of earnings to fixed charges |
| (14) | Incorporated by reference to Exhibit 12.3 of the Report on Form 6-K furnished to the SEC on February 14, 2017 with a statement of computation of the ratio of earnings to fixed charges |
| (15) | Incorporated by reference to Exhibit 23.4 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (16) | Incorporated by reference to the signature pages of Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
| (17) | Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-207004) filed with the SEC on September 18, 2015 |
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