UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~November~~ January 236, ~~2019~~2020

The Medicines Company ~~(Exact Name of Registrant as Specified in Charter)~~

Delaware		000-31191		04-3324394
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)

8 Sylvan Way
Parsippany, New Jersey		07054
(Address of Principal Executive Offices)		(Zip Code)

Delaware

(State or Other Jurisdiction
of Incorporation)

000-31191

(Commission
File Number)

04-3324394

(IRS Employer

Identification No.)

~~(973)~~ 8 ~~290-6000~~Sylvan ~~(Registrant's telephone number~~Way Parsippany, ~~including~~New ~~area~~Jersey ~~code) (Former Name or Former Address, if Changed Since Last Report)~~07054

(Address of Principal Executive Offices) (Zip Code)

(973) 290-6000

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

MDCO

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

~~Item~~Introductory ~~1.01 Entry into a Material Definitive Agreement.~~Note

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by The Medicines Company (the “Company”) on November 25, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 23, 2019, with Novartis AG (“Parent”), a company organized under the laws of Switzerland, and Medusa Merger Corporation (“Purchaser”), a Delaware corporation and an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, Purchaser commenced a tender offer to acquire all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a purchase price of $85.00 per Share in cash, without interest thereon and subject to any tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of December 5, 2019 (as amended or supplemented, the “Offer to Purchase”), and in the related Letter of Transmittal (which, as amended or supplemented, together with the Offer to Purchase, constitutes the “Offer”).

OnThe ~~November~~Offer 23and related withdrawal rights expired as scheduled at 12:00 Midnight, ~~2019~~New York City time, ~~The~~at ~~Medicines~~the ~~Company~~end of the day of Friday, January 3, 2020 (such date and time, the “~~Company”~~Offer orExpiration ~~“we~~Time”) ~~entered~~without ~~into~~being anextended. ~~Agreement~~American Stock Transfer & Trust Company, the depositary for the Offer, has advised Parent and ~~Plan~~the Purchaser that, as of ~~Merger~~the Expiration Time, 60,669,325 Shares (~~the~~excluding Shares with respect to which Notices of Guaranteed Delivery were delivered but were not yet “~~Merger Agreement~~received” (as such term is defined in Section 251(h)(6)(f) ~~with~~of ~~Novartis~~the AGDelaware General Corporation Law (the “~~Parent~~DGCL”))) had been validly tendered pursuant to the Offer and not validly withdrawn, arepresenting ~~company~~approximately ~~organized~~75.0% ~~under~~of the ~~laws~~outstanding Shares as of ~~Switzerland~~the Offer Expiration Time. In addition, ~~and~~the ~~Medusa~~depositary ~~Merger~~has ~~Corporation~~advised ~~(“Merger~~that, ~~Sub”)~~as of the Offer Expiration Time, a13,655,837 ~~Delaware~~Shares ~~corporation~~have ~~and~~been antendered ~~indirect~~by ~~wholly-owned~~Notice ~~subsidiary~~of Guaranteed Delivery, representing approximately 16.9% of the outstanding Shares as of ~~Parent~~the Offer Expiration Time. ~~The~~Accordingly, ~~Boards~~the Minimum Tender Condition to the Offer (as defined in the Merger Agreement) has been satisfied. As a result of ~~Directors~~the satisfaction of ~~both~~the Minimum Tender Condition and each of the ~~Company~~other conditions to the Offer, on January 4, 2020, Purchaser accepted for payment all Shares that were validly tendered pursuant to the Offer and ~~Parent~~not ~~have~~validly ~~approved~~withdrawn on or prior to the ~~Merger~~Offer ~~Agreement~~Expiration Time and will promptly pay for such Shares in accordance with the terms of the Offer.

~~Pursuant~~On toJanuary ~~the~~6, ~~Merger Agreement~~2020, ~~upon~~pursuant to the terms of ~~and subject to~~ the ~~conditions thereof,~~ Merger ~~Sub~~Agreement ~~will~~and ~~commence~~in aaccordance ~~tender~~with ~~offer~~Section 251(~~the “Offer”~~h) noof ~~later~~the ~~than December 5~~DGCL, ~~2019,~~Purchaser towas ~~acquire~~merged ~~all~~with ofand into the ~~outstanding~~Company ~~shares~~(the “Merger”), ofwithout ~~common~~a ~~stock~~vote of the Company’s stockholders, ~~par~~with ~~value~~the ~~$0.001~~Company ~~per~~continuing ~~share~~as ~~(each,~~the asurviving ~~“Share”),~~corporation in atthe aMerger ~~price~~and ~~per~~as ~~Share~~an ~~of $85.00 in cash~~indirect, ~~without~~wholly-owned ~~interest~~subsidiary ~~(the~~of ~~“Per Share Amount”)~~Parent.

~~The~~At ~~obligation of Merger Sub to purchase Shares tendered in~~ the ~~Offer~~effective istime ~~subject to the satisfaction or waiver~~ of the ~~conditions set forth in the~~ Merger ~~Agreement, including~~ (~~i) that~~ the “Effective ~~number~~Time”) ~~of Shares validly tendered~~ and ~~not withdrawn~~ as ofa ~~the~~result ~~expiration~~thereof, ofeach ~~the~~Share ~~Offer,~~(other ~~together~~than ~~with~~ any Shares (~~if any~~i) owned by Parent, ~~and~~Purchaser ~~its~~or ~~affiliates and excluding~~ any ~~Shares tendered~~ ~~pursuant~~other todirect ~~guaranteed~~or ~~delivery~~indirect ~~procedures~~wholly-owned ~~that~~subsidiary ~~have~~of ~~not~~Parent ~~yet~~immediately ~~been~~prior ~~“received”~~to ~~(as~~the ~~such~~Effective ~~term~~Time ~~is defined in Section 251~~(~~h)(6)(f)~~other ofthan ~~the~~Shares ~~Delaware~~tendered and ~~General~~accepted ~~Corporation~~for ~~Law,~~payment asby ~~amended~~Purchaser ~~(“DGCL”)),~~in ~~represents~~connection atwith ~~least a majority of~~ the ~~then outstanding Shares (the “Minimum Tender Condition”~~Offer);, (ii) ~~the~~owned ~~expiration~~by ~~or termination of~~ the ~~waiting~~Company ~~period~~(or ~~under~~any ~~the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976,~~its ~~as amended; (iii~~subsidiaries) ~~the absence of any law, order,~~or ~~injunction,~~held ~~judgment~~in ~~other~~the ~~legal~~Company’s ~~restraint~~treasury ~~that~~immediately ~~(x)~~prior ~~prohibits~~to ~~consummation of~~ the ~~Offer~~Effective orTime ~~the Merger (as defined below)~~ or (yiii) ~~imposes~~held by a ~~Substantial~~holder ~~Detriment~~who ~~(as~~was ~~defined~~entitled into ~~the~~demand and ~~Merger~~who ~~Agreement);~~had ~~(iv)~~properly ~~the~~demanded ~~absence, since~~ the ~~date~~appraisal of ~~the Merger~~such ~~Agreement,~~Shares ofin aaccordance ~~Company~~with ~~Material~~Section ~~Adverse~~262 ~~Effect~~of ~~(as defined in~~ the ~~Merger Agreement~~DGCL); ~~(v)~~was ~~the~~converted ~~accuracy~~automatically into of the ~~Company’s~~right ~~representations and warranties (subject~~ to ~~customary~~receive ~~materiality qualifiers) and (vi)~~ the ~~Company’s~~Offer ~~performance~~Price in ~~all material~~cash, ~~respects~~without ofinterest ~~its~~thereon ~~obligations~~and ~~under~~subject ~~the~~to ~~Merger~~any ~~Agreement~~tax withholding.

~~Following~~In ~~the~~addition, ~~consummation~~pursuant ~~of the Offer and subject~~ to the ~~satisfaction or waiver of conditions set forth in the~~ Merger Agreement, ~~Merger~~each ~~Sub~~Company ~~will~~stock beoption ~~merged~~that ~~with~~was ~~and~~outstanding ~~into~~immediately ~~the~~prior ~~Company~~to (the ~~“Merger”),~~consummation ~~with~~of the ~~Company~~Offer, ~~surviving~~whether ~~the~~vested ~~Merger~~or asunvested, became anfully ~~indirect~~vested ~~wholly-owned~~and ~~subsidiary~~was ofcanceled ~~Parent.~~as ~~The~~of ~~Merger~~immediately ~~will~~prior beto ~~governed by Section 251(h) of~~ the ~~DGCL~~Effective Time, and ~~effected~~converted ~~without~~into ~~a vote of~~ the ~~Company~~ ~~stockholders.~~right Atto ~~the~~receive ~~effective~~an amount ~~time~~in ofcash ~~the~~equal ~~Merger~~to (the ~~“Effective~~product ~~Time”),~~of ~~each Share~~ (~~other than any Shares (i~~x) ~~owned~~the ~~by Parent~~excess, ~~Merger~~if ~~Sub or~~ any, ~~other direct or indirect wholly-owned subsidiary~~ of ~~Parent~~the ~~immediately~~Offer ~~prior~~Price toover the ~~Effective Time~~per ~~(other~~share ~~than~~exercise ~~Shares~~price ~~tendered~~applicable to ~~and~~such ~~accepted~~Company ~~for~~stock ~~payment~~option, multiplied by ~~Merger Sub in connection with the Offer),~~ (iiy) ~~owned by~~ the ~~Company~~total ~~(or~~number ~~any~~ of ~~its~~Shares ~~subsidiaries)~~subject orto ~~held~~such inCompany ~~the~~stock ~~Company’s~~option, ~~treasury~~less ~~immediately~~applicable taxes ~~prior~~required to ~~the~~be ~~Effective~~withheld. ~~Time~~In oraddition, ~~(iii)~~each ~~held~~Company byrestricted ashare ~~holder~~that ~~who~~was isoutstanding ~~entitled~~immediately prior to ~~demand and who has properly demanded~~ the ~~appraisal~~ consummation of ~~such~~the ~~Shares~~Offer inautomatically ~~accordance~~became ~~with~~fully ~~Section 262~~vested as of ~~the~~immediately ~~DGCL)~~prior ~~will~~to bethe ~~converted~~Effective ~~automatically~~Time ~~into~~and ~~the~~was ~~right~~treated toin ~~receive~~ the ~~Per~~same manner ~~Share~~as ~~Amount~~an inoutstanding ~~cash, without interest~~Share.

~~Each~~The ~~Company~~aggregate ~~stock~~cash ~~option~~consideration ~~that~~to isbe ~~outstanding~~paid by ~~immediately~~Parent ~~prior~~and Purchaser to ~~the~~complete ~~consummation of~~ the Offer, ~~whether vested or unvested, will become fully vested~~ and ~~will~~Merger beis ~~canceled~~approximately as$9.7 ~~of immediately prior to the Effective Time~~billion, ~~and~~including ~~converted into~~ the ~~right to receive an~~ amount inaccounting ~~cash~~for ~~equal~~full conversion ~~to the product~~ of ~~(x)~~ the ~~excess, if any, of the Per Share Amount over the per share exercise price applicable to such~~ Company’s ~~stock~~Convertible ~~option,~~Notes ~~multiplied by~~ (ydefined below) ~~the~~, ~~total~~without ~~number~~giving ofeffect ~~Shares subject~~ to ~~such~~related ~~Company~~transaction ~~stock~~fees ~~option. In~~and ~~addition, each Company restricted share~~expenses. ~~that~~Parent isfinanced ~~outstanding~~the ~~immediately~~transactions ~~prior~~contemplated toby the ~~consummation~~Merger ofAgreement ~~the~~through ~~Offer~~available ~~will~~cash ~~automatically~~and ~~become~~short- ~~fully vested as of immediately prior to the Effective Time~~ and ~~will~~long-term ~~be treated in the same manner as an outstanding Share~~borrowings.

The ~~Merger~~foregoing ~~Agreement~~summary ~~includes~~description ~~representations and warranties, and covenants~~ of the ~~parties customary for a transaction of this~~ ~~nature. Until the earlier of the termination of the~~ Merger Agreement ~~and the Effective Time~~, the ~~Company~~Offer ~~has agreed to operate its business~~ and the ~~business~~Merger ofdoes ~~its~~not ~~subsidiaries~~purport into ~~the~~be ~~ordinary~~complete ~~course, consistent with past practice,~~ and ~~has~~is ~~agreed to~~qualified ~~certain other operating covenants, as set forth more fully~~ in ~~the~~its ~~Merger~~entirety ~~Agreement.~~by ~~Subject~~reference to the full ~~terms~~text ~~and conditions~~ of the Merger Agreement, ~~the~~which ~~Company~~is ~~has~~included ~~also~~as ~~agreed~~Exhibit ~~not~~2.1 to ~~solicit~~this orCurrent ~~initiate~~Report ~~discussions~~on ~~with~~Form ~~any~~8-K ~~third~~and ~~party~~is ~~regarding~~incorporated herein ~~Acquisition~~by ~~Proposals (as defined in the Merger Agreement)~~reference.

~~The~~Item ~~Merger Agreement includes a remedy of specific performance for the Company, Parent and Merger Sub~~1.01 ~~The~~Entry Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company to accept and enter into a ~~definitive~~ ~~agreement~~Material ~~with~~Definitive ~~respect to a Superior Proposal (as defined in the Merger~~ Agreement~~), the Company will be required to pay a termination fee of $290 million (the “Termination Fee”)~~. Any such termination of the Merger Agreement by the Company is subject to certain conditions, including the Company’s compliance with certain procedures set forth in the Merger Agreement and a determination by the Company’s Board of Directors that the failure to take such action would reasonably be expected to constitute a breach of the Company’s Board of Directors’ fiduciary duties, payment of the Termination Fee by the Company and execution of a definitive agreement by the Company with such third party in respect of such Superior Proposal.

~~The~~Supplemental foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this report and incorporated herein by reference. The Merger Agreement, and the foregoing description of the Merger Agreement, have been included to provide investors and our stockholders with information regarding the terms of the transactions contemplated by the Merger Agreement (the “Transactions”). The assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances about the Company, Parent or Merger Sub at the time they were made or otherwise, and information in the Merger Agreement should be considered in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.Indentures

~~Item~~In 7connection with the closing of the Merger, the Company and Wells Fargo Bank, N.01A., ~~Regulation~~as FDtrustee ~~Disclosure~~(the “Trustee”) entered into (i) a Supplemental Indenture, dated as of January 6, 2020 (the “2022 Supplemental Indenture”), to the indenture, dated as of January 13, 2015 (the “2022 Indenture”), between the Company and the Trustee, relating to the Company’s outstanding 2.50% Convertible Senior Notes due 2022 (the “2022 Convertible Notes”), (ii) a Supplemental Indenture, dated as of January 6, 2020 (the “2023 Supplemental Indenture”), to the indenture, dated as of June 10, 2016 (the “2023 Indenture”), between the Company and the Trustee, relating to the Company’s outstanding 2.75% Convertible Senior Notes due 2023 (the “2023 Convertible Notes”), and (iii) a Supplemental Indenture, dated as of January 6, 2020 (the “2024 Supplemental Indenture”), to the indenture, dated as of December 18, 2018 (the “2024 Indenture” and, together with the 2022 Indenture and the 2023 Indenture, the “Indentures”), between the Company and the Trustee, relating to the Company’s outstanding 3.50% Convertible Senior Notes due 2024 (the “2024 Convertible Notes” and, together with the 2022 Convertible Notes and the 2023 Convertible Notes, the “Convertible Notes”).

OnThe ~~November~~2022 24Supplemental Indenture amends the 2022 Indenture to provide that, ~~2019~~upon consummation of the Merger, the ~~Company~~right ~~issued~~to convert the 2022 Convertible Notes into Shares was changed to a ~~press~~right ~~release~~to ~~announcing~~convert the ~~execution~~2022 ofConvertible ~~the~~Notes ~~Merger~~(pursuant ~~Agreement~~to, aand ~~copy~~subject ofto ~~which~~the isconditions of, ~~attached~~the as2022 ~~Exhibit~~Indenture) 99solely into the “Reference Property” equal to $2,539.851 (without interest) per $1,000 toprincipal amount ~~this~~of ~~report~~2022 Convertible Notes.

OnThe ~~November~~2023 ~~25,~~Supplemental Indenture ~~2019,~~amends the ~~Company~~2023 ~~provided~~Indenture ~~holders~~to provide that, upon consummation of ~~its~~the ~~(i)~~Merger, ~~2.50%~~the ~~Convertible~~right ~~Senior~~to convert the 2023 Convertible Notes ~~due~~into ~~2022,~~Shares ~~(ii)~~was ~~2.75%~~changed ~~Convertible~~to ~~Senior~~a ~~Notes~~right ~~due~~to convert the 2023 ~~and~~ Convertible Notes (~~iii)~~pursuant ~~3.50%~~to, ~~Convertible~~and ~~Senior~~subject ~~Notes~~to ~~due~~the ~~2024~~conditions ~~(collectively~~of, the ~~“Notes”~~2023 Indenture) ~~with~~solely ~~notice~~into ~~that~~ the ~~Transactions~~“Reference ~~are~~Property” ~~expected~~equal to ~~constitute~~$1,735.683 a(without ~~Fundamental~~interest) ~~Change~~per $1,000 aprincipal amount ~~Make-Whole~~of ~~Fundamental~~2023 ~~Change~~Convertible ~~and~~Notes. aHowever, ~~Share~~if ~~Exchange~~a ~~Event~~conversion ~~(each~~occurs ason ~~defined~~or inafter the ~~indentures~~ ~~governing~~effective date of the ~~Notes)~~Offer and the Merger, asand on aor ~~result,~~prior ~~holders~~to ~~may~~5:00 ~~surrender~~p.m. ~~their~~New ~~Notes~~York ~~for~~City ~~conversion~~time ~~pursuant~~on the business day immediately prior to the ~~terms~~Fundamental ~~and~~Change ~~conditions~~Repurchase ofDate (defined below) applicable to the ~~indentures~~Offer ~~governing~~and the ~~Notes.~~Merger, ~~Copies~~pursuant to Section 14.03 of the ~~notices~~2023 ~~are~~Indenture ~~attached~~noteholders ~~hereto~~shall asbe ~~Exhibit~~entitled to ~~99.2~~receive, ~~99.3~~upon ~~and~~conversion, 99$1,746.~~4 to~~971 ~~this~~(without ~~report~~interest) per $1,000 principal amount of 2023 Convertible Notes.

The ~~information~~2024 ~~included~~Supplemental Indenture inamends ~~Item~~the ~~7.01~~2024 ofIndenture ~~this~~to ~~Current~~provide ~~Report~~that, onupon ~~Form~~consummation ~~8-K,~~of ~~including~~the Merger, the ~~exhibits~~right ~~attached~~to ~~hereto,~~convert isthe ~~furnished~~2024 Convertible ~~solely~~Notes ~~pursuant~~into toShares ~~Item~~was ~~7.01~~changed ofto ~~this~~a ~~Current~~right ~~Report~~to onconvert ~~Form~~the ~~8-K.~~2024 ~~Consequently,~~Convertible itNotes is(pursuant ~~not~~to, ~~deemed~~and ~~filed~~subject ~~for~~to the ~~purposes~~conditions of, the ~~Section~~2024 18Indenture) ofsolely into the ~~Securities~~“Reference ~~Exchange~~Property” ~~Act~~equal ofto ~~1934~~$3,373.820 as(without ~~amended~~interest) ~~(the~~per ~~“Exchange~~$1,000 ~~Act”)~~principal amount of 2024 Convertible Notes. However, orif ~~otherwise~~a ~~subject~~conversion tooccurs on or after the ~~liabilities~~effective date of the Offer and the Merger, and ~~that~~on ~~section~~or prior to 5:00 p.m. ItNew ~~may~~York ~~only~~City betime ~~incorporated~~on bythe ~~reference~~business inday ~~another~~immediately ~~filing~~prior ~~under~~to the ~~Securities~~Fundamental ~~Act~~Change ofRepurchase ~~1933~~Date (defined below) applicable to the Offer and the Merger, aspursuant ~~amended;~~to orSection 14.03 of the ~~Exchange~~2024 ~~Act if~~Indenture ~~such~~noteholders ~~subsequent~~shall ~~filing~~be ~~specifically~~entitled to ~~references~~receive, ~~this~~upon ~~Item~~conversion, 7$3,425.01398 of(without ~~this~~interest) ~~Current~~per ~~Report~~$1,000 onprincipal ~~Form~~amount ~~8-K~~of 2024 Convertible Notes.

~~Additional~~The ~~Information~~foregoing descriptions of the 2022 Supplemental Indenture, 2023 Supplemental Indenture and 2024 Supplemental Indenture do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the 2022 Supplemental Indenture, 2023 Supplemental Indenture and 2024 Supplemental Indenture, which are included as Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and incorporated by reference herein.

~~The~~Item ~~tender offer described in this Current Report on Form 8-K and documents attached hereto has not yet commenced~~2.01 ~~This communication~~Completion ~~is for informational purposes only and is neither an offer to purchase nor a solicitation~~ of anAcquisition ~~offer~~or toDisposition sell securities by the Company. An offer to purchase Shares will only be made pursuant to an Offer to Purchase and related tender offer materials that Parent intends to file with the SEC. At the time the tender offer is commenced, Merger Sub and Parent will file a Tender Offer Statement on Schedule TO and thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including the Offer to Purchase, a related Letter of ~~Transmittal and other tender offer documents) and the Solicitation/Recommendation statement on Schedule 14d-9 will contain important information~~Assets. The Company’s stockholders are urged to read these documents (including the Offer to Purchase and related Letter of Transmittal and certain other documents), and the Solicitation/Recommendation Statement, as may be amended from time to time, carefully when they become available because they will contain important information that they should consider before making any decision regarding tendering their Shares. In addition to the Solicitation/Recommendation Statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company at https://www.themedicinescompany.com.

~~Cautionary~~The ~~Statement~~information ~~Regarding~~contained ~~Forward~~in the Introductory Note of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated by reference into this Item 2.01.

~~This~~Item ~~Current Report on Form 8-K and documents attached hereto contain forward-looking statements~~2.04 ~~These~~Triggering ~~forward-looking~~Events ~~statements generally include statements~~ that ~~are~~Accelerate ~~predictive in nature and depend upon~~ or ~~refer to~~Increase future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. By their nature, forward-looking statements involve risks and uncertainty because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction and similar transactions; the prospective performance and outlook of the Company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the merger; (ii) the risk that the proposed transaction may not be completed in a ~~timely~~Direct ~~manner~~Financial ~~or at~~Obligation ~~all; (iii) uncertainties as to the percentage of the Company’s stockholders tendering their Shares in the tender offer; (iv) the possibility that competing offers~~ or ~~acquisition~~an ~~proposals~~Obligation ~~for~~under ~~the~~an Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances that would require the Company to pay a termination fee or other expenses; (vii) the effect of this announcement or pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (x) other factors as set forth from time to time in the Company’s filings with the SEC, including its Form 10Off-KBalance ~~for~~Sheet the fiscal year ended December 31, 2018 and any subsequent quarterly reports on Form 10-Q, current reports on Form 8-K, in particular (a) the ability of the Company to effectively develop inclisiran; (b) whether inclisiran will advance in the clinical trials process on a timely basis or at all, or succeed in achieving its specified endpoints; (c) whether the Company will make regulatory submissions for inclisiran on a timely basis; (d) whether its regulatory submissions will receive approvals from regulatory agencies on a timely basis or at all; (e) the extent of the commercial success of inclisiran, if approved; (f) the strength, durability and life of the Company’s patent protection for inclisiran and whether the Company will be successful in extending exclusivityArrangement. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are based on information currently available to the Company, and the Company expressly disclaims any intent or obligation to update, supplement or revise publicly these forward-looking statements except as required by law.

~~Item~~The 9consummation of the Merger constitutes a Share Exchange Event and the consummation of the Offer and the Merger each constitutes a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the Indentures) under the Indentures.01 The effective date of each of the Fundamental Change and the Make-Whole Fundamental Change is January 6, 2020, the date of the consummation of the Offer and the Merger. ~~Financial~~As ~~Statements~~a result of the Fundamental Change, each holder of the Convertible Notes shall have the right to require the Company to repurchase its Convertible Notes or alternatively, to surrender its Convertible Notes for conversion. In addition, as a result of the Make-Whole Fundamental Change, holders of the 2023 Convertible Notes and ~~Exhibits~~2024 Convertible Notes who convert their Convertible Notes at any time beginning on January 6, 2020, the effective date of the Make-Whole Fundamental Change, and ending at 5:00 p.m., New York City time, on January 24, 2020, the business day immediately preceding the Fundamental Change Repurchase Date, shall be entitled to convert their Convertible Notes at an increased conversion rate as described below.

Pursuant to the Indentures, on January 26, 2020 (dthe “Fundamental Change Repurchase Date”), ~~Exhibits~~each holder of the Convertible Notes has the right, at the holder’s option, to require the Company to purchase for cash all of such holder’s Convertible Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the Fundamental Change Repurchase Date, in accordance with and subject to the satisfaction by the holder of the requirements set forth in Section 15.02 of the Indentures, at a repurchase price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount of such Convertible Notes, plus any accrued and unpaid interest thereon, to, but excluding, the Fundamental Change Repurchase Date. The Fundamental Change Repurchase Price equals approximately $1,000.764 per $1,000 principal amount of the 2022 Convertible Notes, $1,000.840 per $1,000 principal amount of the 2023 Convertible Notes and $1,001.069 per $1,000 principal amount of the 2024 Convertible Notes, in each case validly surrendered for purchase and not validly withdrawn. In order to exercise the right to require the Company to repurchase a holder’s Convertible Notes, the holder must surrender such Convertible Notes on or prior to 5:00 p.m., New York City time, on January 24, 2020, the business day immediately preceding the Fundamental Change Repurchase Date.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of November 23, 2019, by and among The Medicines Company, Novartis AG and Medusa Merger Corporation.
99.1		Press release, dated November 24, 2019, issued by The Medicines Company related to the proposed acquisition of The Medicines Company.
99.2		Notice to Holders of 2.50% Convertible Senior Notes due 2022, dated November 25, 2019.
99.3		Notice to Holders of 2.75% Convertible Senior Notes due 2023, dated November 25, 2019.
99.4		Notice to Holders of 3.50% Convertible Senior Notes due 2024, dated November 25, 2019.
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In accordance with Section 14.07 of the Indentures and Section 2.01 of the Supplemental Indentures, holders who surrender their Convertible Notes for conversion from and after the effective time of the Merger at any time when the Convertible Notes are convertible will receive cash in an amount equal to the Conversion Rate in effect on the Conversion Date (each as defined in the Indentures), multiplied by the Offer Price of $85.00 (less any applicable withholding taxes), and will not receive any Shares. Because the consummation of the Offer and the Merger each constitutes a Make-Whole Fundamental Change, the Conversion Rate for the 2023 Convertible Notes and 2024 Convertible Notes surrendered for conversion any time beginning on January 6, 2020, the effective date of the Make-Whole Fundamental Change, until 5:00 p.m. New York City time on January 24, 2020, the business day immediately preceding the Fundamental Change Repurchase Date, will be temporarily increased to the Make-Whole Conversion Rate equal to $1,746.971 per $1,000 principal amount of the 2023 Convertible Notes and $3,425.398 per $1,000 principal amount of the 2024 Convertible Notes. Pursuant to Section 14.03 of the 2022 Indenture, the Conversion Rate for the 2022 Convertible Notes has not been temporarily increased.

~~SIGNATURES~~Item 3.03 Material Modification to Rights of Security Holders.

~~Pursuant~~The toinformation ~~the~~contained ~~requirements~~in of the ~~Securities Exchange Act of 1934~~Introductory Note, ~~the~~Item ~~registrant~~2.01 ~~has~~and ~~duly~~Item ~~caused~~5.01 of this ~~report~~Current toReport beon ~~signed~~Form on8-K ~~its behalf~~is incorporated by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly~~Item ~~authorized~~3.03.

	THE MEDICINES COMPANY
Date: November 25, 2019	By:	/s/ Stephen M. Rodin
		Stephen M. Rodin
		Executive Vice President and General Counsel

Item 5.01 Changes in Control of Registrant.

As a result of the Purchaser’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, on January 6, 2020, a change in control of the Company occurred and the Company is now an indirect, wholly-owned subsidiary of Parent.

The information contained in the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, and effective as of the Effective Time, each of Alexander J. Denner, Geno J. Germano, John C. Kelly, Clive Meanwell, Paris Panayiotopoulos, Sarah J. Schlesinger and Mark Timney ceased to be a member from the Company’s board of directors of and a member of the committees of the Company’s board of directors.

From and after the Effective Time, until the earlier of their resignation or removal or until successors are duly elected and qualified in accordance with applicable law, (i) Victor Bulto and Christian Klee, the directors of Purchaser at the Effective Time, shall be the directors of the surviving corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the surviving corporation.

Information about Victor Bulto and Christian Klee has been previously disclosed on Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO filed with the SEC on December 5, 2019.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the Company’s certificate of incorporation and its bylaws were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company as currently in effect are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

The Company issued a notice of redemption to the holders of the 2022 Convertible Notes on January 6, 2020, pursuant to which it will redeem the outstanding 2022 Convertible Notes for cash on February 5, 2020 (the “Redemption Date”) at a price of 100.00% of the principal amount of the 2022 Convertible Notes, plus accrued and unpaid interest, if any (the “Redemption”). Any time prior to the close of business on the Scheduled Trading Day (as defined in the 2022 Indenture) immediately preceding the Redemption Date, the holders of the 2022 Convertible Notes are entitled to convert such 2022 Convertible Notes as described above.

In addition, on January 6, 2020, the Company issued a press release to provide holders of its Convertible Notes notice of the effective date of a Make-Whole Fundamental Change (as defined in the Indentures) as a result of the consummation of the Offer and the Merger. The Company also delivered to all holders of its Convertible Notes, with respect to each series, notices of the Share Exchange Event and execution of the Supplemental Indentures, notice of the occurrence of the effective date of the Fundamental Change and Make-Whole Fundamental Change, and notice of the conversion and repurchase rights at the option of the holders arising as a result thereof (such notices, the “Fundamental Change Notices”).

The information contained in the Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01. A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference. Copies of the Fundamental Change Notices are filed as Exhibits 99.3, 99.4 and 99.5, respectively, hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Title

2.1		Agreement and Plan of Merger, dated as of November 23, 2019, by and among the Company, Novartis AG and Medusa Merger Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 25, 2019).

3.1		Amended and Restated Certificate of Incorporation of The Medicines Company.

3.2		Amended and Restated Bylaws of The Medicines Company.

4.1		Supplemental Indenture, dated as of January 6, 2020, to the indenture, dated as of January 13, 2015, between the Company and the Trustee.

4.2		Supplemental Indenture, dated as of January 6, 2020, to the indenture, dated as of June 10, 2016, between the Company and the Trustee.

4.3		Supplemental Indenture, dated as of January 6, 2020, to the indenture, dated as of December 18, 2018, between the Company and the Trustee.

99.1		Notice of Redemption, dated January 6, 2020.

99.2		Press Release announcing Make-Whole Fundamental Change Effective Date, dated as of January 6, 2020.

99.3		Fundamental Change Notice to Holders of 2.50% Convertible Senior Notes due 2022, dated January 6, 2020.

99.4		Fundamental Change Notice to Holders of 2.75% Convertible Senior Notes due 2023, dated January 6, 2020.

99.5		Fundamental Change Notice to Holders of 3.50% Convertible Senior Notes due 2024, dated January 6, 2020.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MEDICINES COMPANY

Date: January 6, 2020	By:	/s/ Stephen M. Rodin
		Name: Stephen M. Rodin
		Title: Executive Vice President and General Counsel

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