SEC Comment Letter for NOVARTIS AG (NVS, NVSEF) (CIK 0001114448) (NVS) — Jan 5, 2011
NOVARTIS AG (NVS, NVSEF) (CIK 0001114448)
Date: Jan. 5, 2011 · CIK: 0001114448 · Accession: 0000000000-11-000890
AI Filing Summary & Sentiment
File numbers found in text: 333-171381
Letter
January 5, 2011 Joseph Jimenez Chief Executive Officer Novartis AG Lichtstrasse 35 4056 Basel Switzerland Re: Novartis AG Registration Statement on Form F-4 Filed December 23, 2010 File No. 333-171381
Dear Mr. Jimenez:
This is to advise you that we have limited our review of your registration statement to the resolution of all outstanding comments by the Office of Mergers & Acqui sitions and the Office of International Corporate Finance. We will not be in a position to accelerate the effectiveness of your registration statement until all comments are resolved. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceler ation of the effective date of the pending registration statement please provide a written statem ent from the company acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. Joseph Jimenez Novartis AG January 5, 2011 Page 2
Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Johnny Gharib at (202) 551- 3170 or me at (202) 551-3715 with any questions. Sincerely,
Jeffrey P. Riedler Assistant Director cc: Eric S. Shube Allen & Overy LLP 1221 Avenue of the Americas New York, New York 10020
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January 5, 2011 Joseph Jimenez Chief Executive Officer Novartis AG Lichtstrasse 35 4056 Basel Switzerland Re: Novartis AG Registration Statement on Form F-4 Filed December 23, 2010 File No. 333-171381 Dear Mr. Jimenez: This is to advise you that we have limited our review of your registration statement to the resolution of all outstanding comments by the Office of Mergers & Acqui sitions and the Office of International Corporate Finance. We will not be in a position to accelerate the effectiveness of your registration statement until all comments are resolved. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceler ation of the effective date of the pending registration statement please provide a written statem ent from the company acknowledging that: • should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission from taking any action with respect to the filing; • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Mr. Joseph Jimenez Novartis AG January 5, 2011 Page 2 Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Johnny Gharib at (202) 551- 3170 or me at (202) 551-3715 with any questions. Sincerely, Jeffrey P. Riedler Assistant Director cc: Eric S. Shube Allen & Overy LLP 1221 Avenue of the Americas New York, New York 10020