AveXis (AVXS) announced that it has entered into an agreement and plan of merger with Novartis (NVS) pursuant to which Novartis will acquire AveXis for $218 per share or a total of $8.7B in cash. This offer represents a premium of 88% to AveXis’ closing price on April 6. The transaction was unanimously approved by the boards of both companies. Completion of the transaction is expected in mid-2018, pending the completion of the tender offer and all other closing conditions. AveXis’ financial advisors are Goldman Sachs and Centerview Partners. Under the terms of the agreement and plan of merger, Novartis has formed an acquisition subsidiary, Novartis AM Merger Corporation, that will commence a tender offer no later than April 17, to purchase all outstanding shares of AveXis for $218 per share in cash and AveXis will file a recommendation statement containing the unanimous recommendation of the AveXis board that AveXis stockholders tender their shares to Novartis. Following the completion of the tender offer, Novartis expects to consummate a merger of Purchaser and AveXis in which shares of AveXis that have not been purchased in the tender offer will be converted into the right to receive the same cash price per share as paid in the tender offer. The merger agreement includes customary termination provisions for both AveXis and Novartis, including a right for either party to terminate if the transactions have not been completed by July 6. Novartis is permitted under specified antitrust related circumstances to extend the outside date to October 6, 2018. If Novartis elects to extend the outside date, the offer price will increase from $218 per share to $225 per share in cash. The merger agreement provides that, in connection with the termination of the merger agreement under specified circumstances, including termination by AveXis to accept a superior proposal, AveXis will be required to pay to Novartis a fee equal to $284M. The merger agreement also provides that, in connection with the termination of the merger agreement under specified antitrust related circumstances, Novartis will be required to pay to AveXis a “reverse termination fee” equal to $437M, which fee increases in the event Novartis elects to extend the outside date in accordance with the terms of the merger agreement.