SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated July 23, 2002
Incorporated by reference into
Novartis AG's Registration Statements on
Form F-3, as filed with the Commission
on May 11, 2001 (File No. 333-60712)
and on January 21, 2002 (File No. 333-81862)
Novartis AG
(Name of Registrant)
Lichtstrasse 35
4056 Basel
Switzerland
___________
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
- -
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
- -
Enclosure: Novartis announces share repurchase program (July 22, 2002)
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NOVARTIS LOGO Investor Relations Novartis International AG
CH-4002 Basel
Switzerland
Karen J Huebscher, PH.D.
Tel +41 61 324 8433
Nafida Bendali
Tel +41 61 324 3514
Sabine Moravi, MBA
Tel + 41 61 324 8989
Silke Zenter
Tel +41 61 324 8612
Francisco Bouzas
Tel +41 61 324 8444
Fax + 41 61 324 8844
Internet Address:
http://www.novartis.com
- Investor Relations Release -
Novartis announces share repurchase program
Return of liquidity to shareholders
Basel, 22 July 2002 - Novartis AG announced today that its Board of Directors
has decided to initiate a new share repurchase program for an amount of up to
CHF 4 billion.
Subject to approval by the Swiss takeovers commission, the shares will be
repurchased over an unspecified time via a second trading line. The program will
apply exclusively to Novartis shares registered with the SWX Swiss Exchange and
not to Novartis American Depositary Shares (ADSs) traded on the New York Stock
Exchange. The Board's intention is to propose at forthcoming annual general
meetings a reduction of Novartis' share capital by amounts corresponding to the
shares repurchased under this program.
Daniel Vasella, Chairman and CEO of Novartis, commented: "Novartis' strong
capital position allows us to return a part of our liquidity to our shareholders
by repurchasing shares, taking advantage of the current attractive share price."
For the repurchase program, a second trading line for Novartis registered shares
will be established on the SWX Swiss Exchange as soon as the Swiss takeovers
commission has approved this program. Novartis will be the exclusive buyer on
this line and intends to repurchase its own shares for the purpose of
subsequently reducing its share capital. Ordinary trading of Novartis registered
shares under the Swiss security number 445 884 will not be affected and will
continue as usual. A shareholder wishing to sell Novartis registered shares has
the option of selling either via the ordinary trading channel or to Novartis via
the second line for the purpose of the subsequent share capital reduction.
For shares purchased on the second trading line, a Swiss federal withholding tax
rate of 35% on the difference between the repurchase price of the Novartis
registered share and its nominal value will be levied.
This is the third share buy-back program initiated by the Group. The previous
programs, in 1999 and 2001, were both for CHF 4 billion and have been fully
completed.
This release contains certain "forward-looking statements", relating to the
Group's business, which can be identified by the use of forward-looking
terminology such as "will be repurchased over an
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unspecified time", "will apply", "present intention is to propose", "intends
to", or similar expressions. Such statements reflect the current views of the
Group with respect to this share repurchase program and are subject to certain
risks, uncertainties and assumptions. Many factors could cause the actual
performance of the share repurchase program to be materially different from any
future results, performances or achievements that may be expressed or implied by
such forward-looking statements. In particular, subsequent events may make the
repurchase program and the intended reduction of share capital unattractive.
Other factors are discussed in the Group's Form 20-F filed with the Securities
and Exchange Commission. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated or expected.
Novartis AG (NYSE: NVS) is a world leader in healthcare with core businesses in
pharmaceuticals, consumer health, generics, eye-care, and animal health. In the
first half of 2002, the Group's businesses achieved sales of CHF 16.3 billion
(USD 9.9 billion) and a net income of CHF 3.8 billion (USD 2.3 billion).
Earnings per share increased 5%. Headquartered in Basel, Switzerland, Novartis
Group companies employ about 74 000 people and operate in over 140 countries
around the world. For further information please consult
http://www.novartis.com.
The following applies, among others, to the United States of America and to US
persons:
THIS OFFER IS NOT MADE IN THE UNITED STATES OF AMERICA AND TO US PERSONS AND MAY
BE ACCEPTED ONLY BY NON-US PERSONS AND BY PERSONS OUTSIDE THE UNITED STATES.
OFFERING MATERIALS WITH RESPECT TO THIS OFFER MAY NOT BE DISTRIBUTED IN OR SENT
TO THE UNITED STATES AND MAY NOT BE USED FOR THE PURPOSE OF SOLICITATION OF AN
OFFER TO PURCHASE OR SELL ANY SECURITIES IN THE UNITED STATES.
# # #
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Novartis AG
Date: July 23, 2002 By: /s/ MALCOLM B. CHEETHAM
----------------------------
Name: Malcolm B. Cheetham
Title: Head Group Financial
Reporting and Accounting
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