Avidity Biosciences (RNA) investor relations material

Executive summary

• The document details a proposed acquisition via merger, where shareholders will vote on a $72.00 per share cash offer and a spin-off of early-stage cardiology assets into a new public company, SpinCo, prior to the merger's closing.

• SpinCo will receive $270 million in cash and own assets and liabilities related to early-stage precision cardiology, including collaborations with Bristol Myers Squibb and Eli Lilly.

• The board unanimously recommends approval, citing a 48% premium to the pre-announcement share price and additional value from the SpinCo distribution.

• If the merger is not completed, the company will remain independent and listed on Nasdaq; termination fees of $450 million (company) or $600 million (Novartis) may apply.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the merger and separation agreements, (2) adjournment of the meeting if needed, and (3) a non-binding advisory vote on executive compensation related to the merger.

• Approval of the merger requires a majority of outstanding shares; the other proposals require a majority of votes cast.

• Dissenting shareholders who do not vote in favor and follow appraisal procedures may seek a judicial determination of fair value for their shares.

Board of directors and corporate governance

• The board unanimously supports the transaction, having received fairness opinions from Goldman Sachs and Barclays.

• The board considered strategic alternatives, market conditions, and the results of a competitive process with multiple potential acquirers.

• The merger agreement includes customary covenants, including restrictions on soliciting alternative proposals, with exceptions for superior offers.