Avidity Biosciences (RNA) investor relations material

Executive summary

• A proposed merger will see Ajax Acquisition Sub, Inc., a Novartis subsidiary, merge with and into the company, making it an indirect wholly owned subsidiary of Novartis, subject to shareholder and regulatory approval.

• A pre-closing reorganization will transfer early-stage precision cardiology programs and certain collaborations to a new entity, SpinCo (Atrium Therapeutics, Inc.), which will be spun off to shareholders or sold to a third party.

• The record date for the pro rata distribution of SpinCo shares is set for February 12, 2026, with each shareholder receiving one SpinCo share for every ten company shares held.

• Completion of the merger and spin-off is contingent on closing conditions, including shareholder approval, and the record date may change depending on the transaction's closing.

• Forward-looking statements highlight potential risks, including regulatory approvals, transaction costs, litigation, and business disruptions.

Voting matters and shareholder proposals

• Shareholders are urged to read the definitive proxy statement and vote on the proposed merger and spin-off.

• Approval of the merger and spin-off by shareholders is a key closing condition for the transactions.

Board of directors and corporate governance

• The board of directors has designated the record date for the spin-off and is overseeing the transaction process.

• Directors and executive officers may have interests in the transaction that differ from those of other shareholders.