As previously disclosed, on June 11, 2023, Chinook Therapeutics, Inc., a Delaware corporation
(Chinook or the Company), entered into an Agreement and Plan of Merger (the Merger Agreement) with Novartis AG, a company organized under the laws of Switzerland (Parent or Novartis), and
Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis (Merger Sub), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company,
with the Company surviving as an indirect wholly owned subsidiary of Novartis (the Merger).
Regulatory
The Hart-Scott-Rodino Antitrust Improvements Act waiting period applicable to the Merger expired at 11:59 p.m. Eastern Time on July 31, 2023. The Merger
remains subject to other closing conditions, including, among others, the adoption of the Merger Agreement by the Companys stockholders. As previously disclosed, the special stockholder meeting to obtain stockholder approval in connection with
the proposed Merger has been scheduled to be held via live webcast at 10:00 a.m. Pacific Time on August 2, 2023.
Forward-Looking Statements
In addition to historical information, this communication contains forward-looking statements within the meaning of applicable securities law,
including statements regarding the expected timing, completion and effects of the proposed merger. In addition, when used in this communication, the words will, expects, could, would, may,
anticipates, intends, plans, believes, seeks, targets, estimates, looks for, looks to, continues and similar expressions, as well
as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this communication involves risks and uncertainties that could cause actual results to
differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: expected revenues, cost savings, synergies and other benefits from the proposed merger might not be
realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to employee retention, might be greater than expected; the requisite approval of Chinook stockholders may be
delayed or may not be obtained, the other closing conditions to the proposed merger may be delayed or may not be obtained, or the merger agreement may be terminated; business disruption may occur following or in connection with the proposed merger;
Novartis or Chinooks businesses may experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, other business partners or governmental entities; the
milestones for the proposed contingent value rights may not be achieved; the possibility that the proposed merger is more expensive to complete than anticipated, including as a result of unexpected factors or events; and diversion of
managements attention from ongoing business operations and opportunities as a result of the proposed merger or otherwise. Additional factors that may affect the future results of Novartis and Chinook are set forth in their respective filings
with the U.S. Securities and Exchange Commission (the SEC), including in the Definitive Proxy Statement of Chinook relating to the proposed merger filed on July 10, 2023, as amended by the definitive additional materials filed with
the SEC on July 26, 2023, the most recently filed annual report of Novartis on Form 20-F, subsequently filed Current Reports on Form 6-K and other filings with the
SEC, which are available on the SECs website at www.sec.gov, and Chinooks most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SECs website at www.sec.gov. The risks described in this communication
and in Novartis and Chinooks filings with the SEC should be carefully reviewed. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are made. Novartis and Chinook undertake no
obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this communication, except as required by law.
Additional Information and Where to Find It
In
connection with the proposed merger between Novartis and Chinook, Chinook filed the Definitive Proxy Statement with the SEC on July 10, 2023, and filed definitive additional materials with the SEC on July 26, 2023. The Definitive Proxy
Statement and proxy card has been delivered to the stockholders of Chinook in advance of the special meeting relating to the proposed merger. CHINOOKS STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND DEFINITIVE ADDITIONAL
MATERIALS IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF NOVARTIS AND CHINOOK WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders are able to obtain a free copy of the Definitive Proxy Statement, definitive additional materials and such other documents containing important information about
Novartis and Chinook through the website maintained by the SEC at www.sec.gov. Novartis and Chinook make available free of charge at the Novartis website and Chinooks website, respectively (in the Investors section), copies of
materials they file with, or furnish to, the SEC. The contents of the websites referenced above are not deemed to be incorporated by reference into the Definitive Proxy Statement.