UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant ¨
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-12 |
AVIDITY BIOSCIENCES, INC.
(Name of Registrant as Specified in its Charter)
NOVARTIS AG
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Filed by Novartis AG
Pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company: Avidity Biosciences, Inc.
Commission File No.: 001-39321
The following is an excerpt from the transcript of a presentation
by Vasant Narasimhan, Chief Executive Officer of Novartis AG (“Novartis”), on January 12, 2026 at the 2026 J.P. Morgan
Health Conference, during which the potential acquisition of Avidity Biosciences, Inc. (“Avidity”) by Novartis was discussed.
[...]
So a big focus on culture in Novartis remains to be the case, curious,
inspired, unbossed company. And then continuing to deliver world-class operational excellence as you've seen through that margin performance
over the recent years. Now our capital allocation priorities remain unchanged: invest in the organic business as needed. Continue to do
value-creating bolt-ons, you saw last year, we were one of the most active companies from a BD&L and M&A standpoint. We have the
proposed acquisition of Avidity that we hope to close in the first-quarter, acquisition of Tourmaline and Anthos, a number of licensing
deals in our core therapeutic areas.
[...]
Additional information and Where to Find It
In connection with the spin-off or sale of Atrium
Therapeutics, Inc. (“SpinCo”) and the merger by which Novartis will indirectly acquire all outstanding shares of Avidity
(the “Transactions”), Novartis, Avidity and SpinCo intend to file relevant documents with the Securities and Exchange Commission
(the “SEC”), including a 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 communication 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 investors.aviditybiosciences.com/sec-filings. The contents of the websites referenced above are
not deemed to be incorporated by reference into the proxy statement.
No Offer or Solicitation
This communication 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 communication 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 or sale of SpinCo, and the expected timetable for completing each of the proposed Transactions. 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 the conditions to the closing of the Transactions will be satisfied on the expected timetable 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; 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, June 30, 2025 and September 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 communication as of this date and does not undertake any obligation
to update any forward-looking statements contained in this communication as a result of new information, future events or otherwise, except
to the extent required by law.
