Novartis Advances RNA Medicine Strategy Through USD 12 Billion Acquisition of Avidity Biosciences and Its Late-Stage Neuromuscular Programs

Novartis Advances RNA Medicine Strategy Through USD 12 Billion Acquisition of Avidity Biosciences and Its Late-Stage Neuromuscular Programs

(IN BRIEF) Novartis announced a definitive agreement to acquire Avidity Biosciences for USD 12 billion in cash, in a move that strengthens its neuroscience franchise and accelerates its xRNA therapeutic strategy. The acquisition brings Avidity’s late-stage programs in myotonic dystrophy type 1 (DM1), facioscapulohumeral muscular dystrophy (FSHD), and Duchenne muscular dystrophy (DMD) into the Novartis pipeline, expanding its leadership in genetic neuromuscular diseases. Avidity’s proprietary AOC platform, which enables targeted RNA delivery to muscle tissue, represents a major advance in RNA medicine. Avidity will spin off its early-stage precision cardiology assets into a new company, SpinCo, prior to completion. The deal, expected to close in the first half of 2026, will raise Novartis’ projected sales growth to +6% CAGR through 2029 and open multi-billion-dollar opportunities with product launches anticipated before 2030.

(PRESS RELEASE) BASEL, 27-Oct-2025 — /EuropaWire/ —  Novartis has announced plans to acquire Avidity Biosciences, Inc. (Nasdaq: RNA), a San Diego-based biopharmaceutical company pioneering Antibody Oligonucleotide Conjugates (AOCs™), a novel class of RNA therapeutics that target muscle tissue. The USD 12 billion cash transaction will significantly strengthen Novartis’ neuroscience and genetic neuromuscular disease portfolio while advancing its xRNA strategy, which focuses on innovative RNA-based medicines.

The acquisition brings three late-stage neuromuscular programs under the Novartis umbrella, addressing genetic diseases such as myotonic dystrophy type 1 (DM1), facioscapulohumeral muscular dystrophy (FSHD), and Duchenne muscular dystrophy (DMD)—conditions characterized by severe muscle degeneration and currently lacking disease-modifying therapies. The addition of Avidity’s muscle-directed AOC platform is expected to create an industry-leading pipeline of potential first-in-class therapies aimed at correcting the underlying genetic mechanisms of these debilitating diseases.

Vas Narasimhan, CEO of Novartis, highlighted the importance of the acquisition, stating: “Avidity’s groundbreaking AOC platform and late-stage programs enhance our ability to deliver targeted, innovative, and potentially first-in-class medicines to patients with devastating neuromuscular diseases. The Avidity team has demonstrated exceptional leadership in developing RNA therapeutics that achieve precise delivery to muscle tissue, and we look forward to building on their progress to bring transformative therapies to patients.”

Under the terms of the agreement, Avidity’s early-stage precision cardiology programs will be separated into a new entity, SpinCo, prior to the deal’s completion. Each Avidity shareholder will receive one SpinCo share for every ten Avidity shares held, or an equivalent pro rata cash distribution if SpinCo or its assets are sold to a third party.

The Boards of Directors of both companies have unanimously approved the merger. Avidity shareholders will receive USD 72.00 per share in cash upon closing, representing a 46% premium over the October 24, 2025 closing price and valuing Avidity at approximately USD 12 billion on a fully diluted basis. The transaction is expected to close in the first half of 2026, subject to regulatory and shareholder approvals and completion of the SpinCo separation.

Avidity’s AOC platform integrates monoclonal antibodies with oligonucleotide payloads to deliver RNA therapeutics directly to muscle tissue. This precision technology enables targeted modulation of disease-causing genes and offers potential to restore muscle function and slow disease progression. Avidity’s leading clinical programs include HARBOR™ (DM1), FORTITUDE™ (FSHD), and EXPLORE44 (DMD), each representing potential first-in-disease treatment opportunities.

Novartis expects the acquisition to increase its projected 2024–2029 sales CAGR from +5% to +6%, unlocking multi-billion-dollar growth potential through anticipated product launches before 2030. The acquisition complements Novartis’ existing expertise in genetic neuromuscular diseases and builds on its successful legacy in spinal muscular atrophy.

By uniting Novartis’ commercial capabilities with Avidity’s breakthrough RNA technology, the transaction aims to accelerate the development of life-changing therapies for patients suffering from rare and progressive neuromuscular disorders.

Novartis Investor Call
Novartis will host a conference call for investors to discuss the transaction on October 27, 2025 at 1 pm CET. Details can be found at https://www.novartis.com/investors/event-calendar.

About Avidity Biosciences
Avidity Biosciences, Inc., is a biopharmaceutical company developing Antibody Oligonucleotide Conjugates (AOCs™) to treat serious diseases, with an initial focus on rare neuromuscular genetic disorders such as DM1, FSHD, and DMD. Avidity’s proprietary platform is designed to achieve targeted delivery of RNA therapeutics to muscle tissue via TfR1 mAb, enabling modulation of disease-causing genetic mechanisms. Avidity integrates patient perspectives into development and is advancing pivotal studies, including HARBOR™, FORTITUDE™ and EXPLORE44, supported by a robust translational and biomarker framework. The company also pursues programs in precision cardiology and immunology through internal discovery and partnerships.

About Novartis
Novartis is an innovative medicines company. Every day, we work to reimagine medicine to improve and extend people’s lives so that patients, healthcare professionals and societies are empowered in the face of serious disease. Our medicines reach more than 300 million people worldwide.

Reimagine medicine with us: Visit us at https://www.novartis.com and connect with us on LinkedIn, Facebook, X/Twitter and Instagram.

Additional information and Where to Find It
In connection with the spin-off and the merger (the “Transactions”), Novartis, Avidity and SpinCo intend to file relevant documents with the Securities and Exchange Commission (the “SEC”), including a preliminary and definitive proxy statement to be filed by Avidity. The definitive proxy statement and proxy card will be delivered to the stockholders of Avidity in advance of the special meeting relating to the Transactions. This document is not a substitute for the proxy statement or any other document that may be filed by Avidity with the SEC. AVIDITY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF NOVARTIS AND AVIDITY WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE TRANSACTIONS. Investors and security holders will be able to obtain a free copy of the proxy statement and such other documents containing important information about Novartis and Avidity, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Novartis and Avidity make available free of charge at the Novartis website at www.novartis.com/investors/financial-data/sec-filings and Avidity’s website at investors.aviditybiosciences.com/sec-filings, respectively, copies of documents they file with, or furnish to, the SEC.

Participants in the Solicitation
This press release does not constitute a solicitation of a proxy. Novartis, Avidity and their respective directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of Avidity in connection with the Transactions. Information regarding the special interests of these directors and executive officers in the Transactions will be included in the definitive proxy statement referred to above. Security holders may also obtain information regarding the names, affiliations and interests of the Novartis directors and executive officers in the Novartis Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on January 31, 2025. Security holders may obtain information regarding the names, affiliations and interests of Avidity’s directors and executive officers in Avidity’s definitive proxy statement on Schedule 14A, which was filed with the SEC on April 29, 2025. To the extent the holdings of Avidity’s securities by Avidity’s directors and executive officers have changed since the amounts set forth in Avidity’s definitive proxy statement for its 2025 annual meeting of stockholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, the Novartis website at https://www.novartis.com and Avidity’s website at https://aviditybiosciences.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement.

No Offer or Solicitation
This press release is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as “potential,” “can,” “will,” “plan,” “may,” “could,” “would,” “expect,” “anticipate,” “look forward,” “believe,” “committed,” “investigational,” “pipeline,” “launch,” “on track” or similar terms, or by express or implied discussions regarding the proposed acquisition of Avidity and Avidity’s related spin-off, the expected timetable for completing each of the proposed Transactions, the composition of the assets and liabilities to be held by SpinCo and Avidity following the spin-off, the management team for SpinCo and its cash balance, potential marketing approvals, new indications or labeling for Avidity’s product candidates, Avidity’s platform and preclinical assets, or potential future revenues from Avidity’s product candidates. You should not place undue reliance on these statements. Such forward-looking statements are based on our current beliefs and expectations regarding future events and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that Avidity’s investigational products will be submitted or approved for sale or for any additional indications or labeling in any market or at any particular time, or that Avidity’s approach to the discovery and development of product candidates based on its AOC™ platform will produce any products of commercial value. There can be no guarantee that the conditions to the closing of the Transactions will be satisfied on the expected timetable or at all or that the expected benefits or synergies from the Transactions will be achieved in the expected timeframe, or at all. In particular, expectations regarding Avidity, SpinCo, or the Transactions could be affected by, among other things, the timing of the satisfaction of customary closing conditions, including the receipt of regulatory approvals and the approval of Avidity’s stockholders, on acceptable terms or at all; risks and costs related to the implementation of the separation of SpinCo, including the ability to complete the separation in the anticipated timeframe, or at all, and any changes to the configuration of the businesses included in the separation if implemented; the sale of certain of SpinCo’s assets pursuant to a third party right of first negotiation; the risk that competing offers or acquisition proposals will be made; the effects of disruption from the Transactions and the impact of the announcement and pendency of the Transactions on Novartis and/or Avidity’s businesses, including their relationships with employees, business partners or governmental entities; the risk that the Transactions may be more expensive to complete than anticipated; the risk that stockholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; a diversion of management’s attention from ongoing business operations and opportunities as a result of the Transactions or otherwise; the uncertainties inherent in research and development, including clinical trial results and additional analysis of existing clinical data; regulatory actions or delays or government regulation generally; and the risks and factors referred to in Novartis AG’s most recent Annual Report on Form 20-F for the year ended December 31, 2024, Avidity’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, and any subsequent filings made by either party with the SEC, available on the SEC’s website at www.sec.gov. Novartis is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise, except to the extent required by law.

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