CHINOOK THERAPEUTICS, INC.: M&A transaction — Novartis completes acquisition of Chinook Therapeutics for $40 per share plus CVRs

Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.

Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.

Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.

Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.

Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.

Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.

This Current Report on Form 8-K is being filed in connection with the consummation on August 11, 2023 (the “Merger Closing Date”) of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of June 11, 2023 (the “Merger Agreement”), by and among Chinook Therapeutics, Inc., a Delaware corporation (“Chinook” or the “Company”), Novartis AG, a company organized under the laws of Switzerland (“Parent” or “Novartis”), and Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis (“Merger Sub”).