Registration No. 333-153696
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
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 Registrant’s 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 Registrant’s principal executive offices)
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Novartis Capital Corporation |
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Novartis Securities Investment Ltd. |
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Novartis Finance S.A. |
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(Exact
name of Registrant as |
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(Exact name
of Registrant |
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(Exact
name of Registrant as |
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Not Applicable |
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Not Applicable |
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Novartis Finance Inc. |
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Delaware |
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Bermuda |
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Luxembourg |
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(State
or other jurisdiction of |
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(State
or other jurisdiction of |
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(State
or other jurisdiction of |
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26-3086456 |
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Not Applicable |
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Not Applicable |
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(I.R.S. Employer Identification No.) |
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(I.R.S. Employer Identification No.) |
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(I.R.S. Employer Identification No.) |
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608 Fifth Avenue |
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131 Front Street |
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20, rue Eugène Ruppert |
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New York, New York 10020 |
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Hamilton, HM12, Bermuda |
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L-2453 Luxembourg, Luxembourg |
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+1 212 307 1122 |
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+1 441 296 8025 |
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+352 26 29 42 01 |
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(Address
and telephone number of |
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(Address
and telephone number of |
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(Address
and telephone number of |
Thomas Werlen
Stefan Sulzer
Novartis AG
Lichtstrasse 35
CH-4056 Basel
Switzerland
+41 61 324 1111
(Name, address and telephone number of agent for service)
Copies to:
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A. Peter Harwich |
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Stuart K. Fleischmann |
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Allen & Overy LLP |
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Shearman & Sterling LLP |
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1221 Avenue of the Americas |
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599 Lexington Ave |
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New York, NY 10020 |
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New York, NY 10022 |
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+1 212 610 6300 |
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+1 212 848 7527 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
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
Explanatory Note
The purpose of this Post-Effective Amendment No. 1 to the registration statement is to file certain exhibits to the registration statement.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 9. Exhibits
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Exhibit |
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Description |
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1.1 |
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Form of Underwriting Agreement (1) |
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4.1 |
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Form of Indenture 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) |
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4.2 |
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Form of Guaranteed Debt Security (3) |
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4.3 |
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Form of Guaranteed Debt Security for 1.900% Notes due 2013 |
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4.4 |
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Form of Guaranteed Debt Security for 2.900% Notes due 2015 |
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4.5 |
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Form of Guaranteed Debt Security for 4.400% Notes due 2020 |
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5.1 |
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Opinion of Allen & Overy, LLP, special U.S. counsel to Novartis AG, Novartis Capital Corporation, Novartis Securities Investment Ltd. and Novartis Finance S.A. (4) |
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5.2 |
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Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (5) |
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5.3 |
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Opinion of Allen & Overy, LLP, special Luxemburg counsel to Novartis Finance S.A. (6) |
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5.4 |
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Opinion of Appleby, special Bermuda counsel to Novartis Securities Investment Ltd. (7) |
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12.1 |
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Computation of Ratio of Earnings to Fixed Charges (8) |
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12.2 |
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Computation of Ratio of Earnings to Fixed Charges (9) |
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23.1 |
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Consent of Allen & Overy LLP (included in Exhibit 5.1) |
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23.2 |
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Consent of Bär & Karrer AG (included in Exhibit 5.2) |
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23.3 |
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Consent of Allen & Overy LLP (included in Exhibit 5.3) |
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23.4 |
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Consent of Appleby (included in Exhibit 5.4) |
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23.5 |
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Consent of PricewaterhouseCoopers AG (10) |
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24.1 |
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Powers of Attorney (11) |
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24.2 |
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Powers of Attorney |
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24.3 |
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Powers of Attorney |
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25.1 |
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Statement of Eligibility on Form T-1 of HSBC Bank USA, National Association, under the Trust Indenture Act of 1939, as amended (12) |
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(1) |
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Incorporated by reference to Exhibit 1.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(2) |
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Incorporated by reference to Exhibit 4.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(3) |
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Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(4) |
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Incorporated by reference to Exhibit 5.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(5) |
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Incorporated by reference to Exhibit 5.2 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(6) |
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Incorporated by reference to Exhibit 5.3 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(7) |
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Incorporated by reference to Exhibit 5.4 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(8) |
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Incorporated by reference to Exhibit 12.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(9) |
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Incorporated by reference to the Report on Form 6-K furnished to the SEC on March 9, 2010 with a statement of computation of the ratio of earnings to fixed charges |
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(10) |
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Incorporated by reference to Exhibit 23.5 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(11) |
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Incorporated by reference to the signature pages of Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(12) |
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Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 14th day of April, 2010.
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Novartis AG |
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By: |
/s/ Felix Senn |
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Name: |
Felix Senn |
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Title: |
Treasurer, Novartis Group |
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By: |
/s/ Dr. Thomas Werlen |
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Name: |
Dr. Thomas Werlen |
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Title: |
General Counsel, Novartis Group |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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* |
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Chief Executive Officer (principal executive officer) |
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April 14, 2010 |
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Joseph Jimenez |
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Chief Financial Officer (principal financial and |
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* |
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accounting officer) |
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April 14, 2010 |
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Jonathan Symonds |
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* |
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Chairman of the Board of Directors |
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April 14, 2010 |
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Dr. Daniel Vasella |
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Vice Chairman and Lead Director of the Board of |
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* |
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Directors |
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April 14, 2010 |
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Ulrich Lehner, Ph.D. |
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* |
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Vice Chairman |
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April 14, 2010 |
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Hans-Joerg Rudloff |
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Director |
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William Brody, M.D., Ph.D. |
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* |
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Director |
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April 14, 2010 |
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Srikant Datar, Ph.D. |
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* |
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Director |
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April 14, 2010 |
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Ann Fudge |
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* |
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Director |
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April 14, 2010 |
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Alexandre F. Jetzer |
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* |
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Director |
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April 14, 2010 |
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Pierre Landolt |
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* |
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Director |
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April 14, 2010 |
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Andreas von Planta, Ph.D. |
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* |
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Director |
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April 14, 2010 |
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Dr. Ing. Wendelin Wiedeking |
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* |
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Director |
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April 14, 2010 |
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Marjorie M. Yang |
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* |
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Director |
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April 14, 2010 |
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Rolf M. Zinkernagel, M.D. |
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* |
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Authorized U.S. Representative |
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April 14, 2010 |
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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. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 14th day of April, 2010.
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Novartis Capital Corporation |
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By: |
/s/ Felix Senn |
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Name: |
Felix Senn |
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Title: |
Chairman of the Board of Directors |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Felix Senn |
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Chairman of the Board of Directors |
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April 14, 2010 |
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Felix Senn |
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* |
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Director |
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April 14, 2010 |
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Robert Pelzer |
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Director and President (principal executive officer |
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* |
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and principal financial and accounting officer) |
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April 14, 2010 |
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Meryl Zausner |
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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. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 14th day of April, 2010.
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Novartis Securities Investment Ltd. |
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By: |
* |
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Name: |
Henri Simon Zivi |
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Title: |
Chairman of the Board of Directors (principal executive officer and principal financial and accounting officer) |
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By: |
* |
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Name: |
Michael L. Jones |
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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. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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Chairman of the Board of Directors (principal executive officer and principal financial and |
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* |
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accounting officer) |
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April 14, 2010 |
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Henri Simon Zivi |
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* |
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Deputy Chairman of the Board of Directors |
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April 14, 2010 |
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Michael L. Jones |
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* |
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Director |
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April 14, 2010 |
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Timothy C. Faries |
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* |
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Alternate Director |
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April 14, 2010 |
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M. Tonesan Naa-Lamle Amissah |
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Alternate Director |
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Alexander Ato Jude Erskine |
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* |
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Authorized U.S. Representative |
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April 14, 2010 |
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Barry Rosenfeld |
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Pursuant to the requirements of the Securities Act of 1933, the registrant, Novartis Finance S.A., 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. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 14th day of April, 2010.
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Novartis Finance S.A. |
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By: |
/s/ Felix Senn |
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Name: |
Felix Senn |
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Title: |
Chairman of the Board of Directors (principal executive officer) |
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By: |
* |
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Name: |
Jürg Schmid |
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Title: |
Director (principal financial and accounting officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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Chairman of the Board of Directors (principal |
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/s/ Felix Senn |
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executive officer) |
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April 14, 2010 |
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Felix Senn |
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Director (principal financial and accounting |
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* |
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officer) |
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April 14, 2010 |
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Jürg Schmid |
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* |
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Director |
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April 14, 2010 |
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Arthur Deller |
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* |
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Director |
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April 14, 2010 |
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Henry Wiersing |
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* |
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Authorized U.S. Representative |
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April 14, 2010 |
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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. 1 to the registration statement on behalf of the person indicated.
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/s/ Felix Senn |
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/s/ Dr. Thomas Werlen |
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Felix Senn |
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Dr. Thomas Werlen |
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Exhibit |
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Description |
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1.1 |
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Form of Underwriting Agreement (1) |
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4.1 |
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Form of Indenture 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) |
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4.2 |
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Form of Guaranteed Debt Security (3) |
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4.3 |
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Form of Guaranteed Debt Security for 1.900% Notes due 2013 |
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4.4 |
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Form of Guaranteed Debt Security for 2.900% Notes due 2015 |
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4.5 |
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Form of Guaranteed Debt Security for 4.400% Notes due 2020 |
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5.1 |
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Opinion of Allen & Overy, LLP, special U.S. counsel to Novartis AG, Novartis Capital Corporation, Novartis Securities Investment Ltd. and Novartis Finance S.A. (4) |
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5.2 |
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Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (5) |
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5.3 |
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Opinion of Allen & Overy, LLP, special Luxemburg counsel to Novartis Finance S.A. (6) |
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5.4 |
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Opinion of Appleby, special Bermuda counsel to Novartis Securities Investment Ltd. (7) |
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12.1 |
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Computation of Ratio of Earnings to Fixed Charges (8) |
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12.2 |
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Computation of Ratio of Earnings to Fixed Charges (9) |
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23.1 |
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Consent of Allen & Overy LLP (included in Exhibit 5.1) |
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23.2 |
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Consent of Bär & Karrer AG (included in Exhibit 5.2) |
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23.3 |
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Consent of Allen & Overy LLP (included in Exhibit 5.3) |
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23.4 |
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Consent of Appleby (included in Exhibit 5.4) |
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23.5 |
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Consent of PricewaterhouseCoopers AG (10) |
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24.1 |
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Powers of Attorney (11) |
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24.2 |
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Powers of Attorney |
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24.3 |
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Powers of Attorney |
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25.1 |
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Statement of Eligibility on Form T-1 of HSBC Bank USA, National Association, under the Trust Indenture Act of 1939, as amended (12) |
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(1) |
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Incorporated by reference to Exhibit 1.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(2) |
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Incorporated by reference to Exhibit 4.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(3) |
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Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(4) |
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Incorporated by reference to Exhibit 5.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(5) |
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Incorporated by reference to Exhibit 5.2 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(6) |
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Incorporated by reference to Exhibit 5.3 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(7) |
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Incorporated by reference to Exhibit 5.4 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(8) |
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Incorporated by reference to Exhibit 12.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(9) |
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Incorporated by reference to the Report on Form 6-K furnished to the SEC on March 9, 2010 with a statement of computation of the ratio of earnings to fixed charges |
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(10) |
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Incorporated by reference to Exhibit 23.5 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(11) |
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Incorporated by reference to the signature pages of Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |
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(12) |
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Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-153696) filed with the SEC on September 26, 2008 |