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NOVARTIS AG (Exact Name of Registrant As Specified in Its Charter)

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NOVARTIS AG (Exact Name of Registrant As Specified in Its Charter) As filed with the Securities and Exchange Commission on May 9, 2000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 20-F/A REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1- ɀ NOVARTIS AG (Exact name of Registrant as specified in its charter) NOVARTIS Inc. (Translation of Registrant's name into English) Switzerland (Jurisdiction of incorporation or organization) Schwarzwaldallee 215 CH-4058 Basel Switzerland (Address of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of class Name of each exchange on which registered American Depositary Shares New York Stock Exchange, Inc. each representing 1¤40 Ordinary Share, nominal value CHF 20 per Ordinary Share and Ordinary Shares* * Application to be made for listing, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. Securities registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 72,130,117 Ordinary Shares Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No Not Applicable Indicate by check mark which financial statement item the Registrant has elected to follow: Item 17 Item 18 X INTRODUCTION Novartis AG and its consolidated subsidiaries (``Novartis'' or the ``Group'') publishes its consolidated financial statements expressed in Swiss francs (``CHF''). The consolidated financial statements of Novartis included in Item 18 of this Registration Statement on Form 20-F (``Registration Statement'') include financial statements for the year ended December 31, 1999. In this Registration Statement, references to ``CHF'' are to Swiss francs; references to ``U.S. dollars'' or ``$'' are to the lawful currency of the U.S.; and references to ``m'' are to million. Solely for the convenience of the reader, this Registration Statement contains translations of certain Swiss franc amounts into U.S. dollar amounts at specified rates. These translations should not be construed as representations that the Swiss franc amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated or at any other rate. Unless otherwise indicated, the translations from Swiss francs into U.S. dollars have been made at the noon buying rate in New York City for cable transfers in Swiss francs as certified for customs purposes by the Federal Reserve Bank of New York (the ``Noon Buying Rate'') in effect on December 31, 1999, which was $1.00 = CHF 1.59. In this Registration Statement, references to the ``Company'' are to Novartis AG; references to ``Novartis'' or the ``Group'' are to the Company and its consolidated subsidiaries; references to ``Europe'' are to all European countries (including Turkey, Russia and the Ukraine), whereas references to the European Union (``EU'') are to each of the 15 member-states of the EU and references to ``Americas'' are to North, Central (including the Caribbean) and South America, unless the context otherwise requires. The principal executive offices of the Company are currently located at Schwarzwaldallee 215, CH-4058 Basel, Switzerland and its telephone number is 011-41-61-324 8000. The Company furnishes to holders of its ordinary shares (``Shares'') annual reports that include a description of operations and annual audited consolidated financial statements prepared in accordance with International Accounting Standards (``IAS''), which differs in certain significant respects from Generally Accepted Accounting Principles in the U.S. (``U.S. GAAP''). See ``Item 18. Financial StatementsÐNote 31'' for a description of the significant differences between IAS and U.S. GAAP. The financial statements included in the annual reports are examined and reported upon by the Company's independent auditors. The Company also furnishes holders of its Shares with half-year interim reports which include unaudited interim consolidated financial information prepared in conformity with IAS. This Registration Statement contains certain ``forward-looking statements'' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to the Company's business and the sectors in which it and its subsidiaries and interests operate. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as ``believes'', ``expects'', ``may'', ``are expected to'', ``will'', ``will continue'', ``should'', ``would be'', ``seeks'' or ``anticipates'' or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions. Such statements include descriptions of the Company's investment and research and development programs and anticipated expenditures in connection therewith, descriptions of new products expected to be introduced by the Company and anticipated customer demand for such products. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward-looking statements. Some of these factors are discussed in more detail herein, 3 including under ``Item 1. Description of Business'', and ``Item 9. Management's Discussion and Analysis of Financial Condition and Results of Operations''. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Registration Statement as anticipated, believed, estimated or expected. The Company does not intend, and does not assume any obligation, to update any industry information or forward-looking statements set out in this Registration Statement. 4 Part I Item 1. Description of Business General Novartis is a world leader both in sales and in innovation in its continued core businesses: pharmaceuticals, generics, eyecare products and medicines (``CIBA Vision''), consumer health and animal health. Novartis aims to hold a leadership position in all of these businesses. Novartis also is a world leader in agribusiness, the operations of which will be spun off to Syngenta AG in 2000. See ``ÐSpin-off of Agribusiness''. Novartis is committed to improving health and well being through innovative products and services. The name ``Novartis'' is derived from the Latin novae artes, meaning ``new skills,'' which reflects the Group's focus on research and development. Headquartered in Basel, Switzerland, Novartis employs approximately 82,000 people worldwide, operates in over 140 countries and is listed on the Swiss Exchange (the ``SWX''). The Company's registered office is located at Schwarzwaldallee 215, CH-4058 Basel and its telephone number is 011-41-61-324-8000. Background The Company was created by the merger of Sandoz AG and CIBA-Geigy AG (the ``Merger'') in December 1996. Prior to the Merger, Sandoz AG and CIBA-Geigy AG were each global participants in the pharmaceutical and agrochemical industries. The predecessor companies of the Company merged to realize sales, cost and cross-sector synergies, and to create a combined entity with the resources and ability to compete in the long term in an increasingly competitive global environment. Spin-off of Agribusiness The Boards of the Company and AstraZeneca announced on December 2, 1999, that they each agreed to spin off and merge Novartis' Crop Protection and Seeds businesses and Zeneca Agrochemicals to create the world's first dedicated agribusiness company with pro forma combined sales in 1998 of approximately $7.9 billion. The new company will be named Syngenta AG (``Syngenta''), headquartered in Basel, Switzerland, and is expected to be listed on the Swiss, London, New York and Stockholm Stock Exchanges. The Company's shareholders will receive 61% and AstraZeneca's shareholders will receive 39% of the shares of Syngenta. Shareholders of the Company will be eligible to receive one share of Syngenta for each Share of the Company they hold, whereas AstraZeneca's shareholders will be eligible to receive one share of Syngenta for approximately every 40.83 shares of AstraZeneca held. For each share of Syngenta, the Novartis shareholder will have to pay in the nominal value of CHF 10, which is the cost of subscribing for shares in a Swiss spin-off entity which will be merged into Syngenta. The Company and AstraZeneca have entered into a binding agreement to create Syngenta. The transaction is conditional, inter alia, on the shareholder approvals of the Company and AstraZeneca and receipt of relevant regulatory clearances. Completion, and the listings of Syngenta,
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