Full Press Release Details
Independent Director Committee Notes Results of Shareholder Vote
HUENENBERG, Switzerland - August 16,
2010 - The Alcon Independent Director Committee (the "IDC") notes the
conditional election of five designees to the Board of Directors of Alcon, Inc.
("Alcon") proposed by Novartis AG ("Novartis"). The conditional election took
place at an extraordinary general meeting ("EGM") of the Alcon shareholders,
held yesterday in Zug, Switzerland.
into consideration the approximately 77 percent of shares owned by Nestl SA
("Nestl ") and Novartis, the IDC estimates that approximately 91 percent of the
shares owned by the minority shareholders and voted at the EGM were voted
against the Novartis designees. As previously announced by Alcon and the IDC,
Nestl 's vote in favor of the conditional election of the Novartis designees was
required under the Purchase and Option Agreement and the Shareholders Agreement
entered into by Nestl and Novartis on April 6, 2008.
leading corporate governance experts, RiskMetrics Group, Inc. and Glass Lewis
& Co., recently issued reports expressing concern with Novartis' treatment
of minority shareholders and recommending that minority shareholders vote
against Novartis' slate of designees.
Plaskett, Chairman of the IDC, said, "Any director designated to the Alcon board
by Novartis faces an obvious conflict of interest with respect to the Novartis
merger proposal. Minority shareholders, despite knowing that their votes could
not alter the outcome at the EGM, have nonetheless used their vote to clearly
communicate their resolve to fight Novartis' attempted coercive approach, as
well as their steadfast commitment to receiving fair value for their
& Co., Sullivan & Cromwell LLP and Pestalozzi, Zurich, are continuing to
act as advisors to the IDC.
information regarding the proposal will continue to be posted on the Committee's
website: www.transactioninfo.com/alcon.
Inc. is the world's leading eye care company, with sales of approximately $6.5
billion in 2009. Alcon, which has been dedicated to the ophthalmic industry for
65 years, researches, develops, manufactures and markets pharmaceuticals,
surgical equipment and devices, contacts lens solutions and other vision care
products that treat diseases, disorders and other conditions of the eye. Alcon
operates in 75 countries and sells products in 180 markets. For more information
on Alcon, Inc., visit Alcon's website at www.alcon.com.
Caution Concerning Forward-Looking
Statements. This press release may contain forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act
of 1995. Any forward-looking statements reflect the views of the Committee as of
the date of this press release with respect to future events and are based on
assumptions and subject to risks and uncertainties. Given these uncertainties,
you should not place undue reliance on these forward-looking statements. There
can be no guarantee that Novartis or Alcon will achieve any particular future
financial results or future growth rates or that Novartis or Alcon will be able
to realize any potential synergies, strategic benefits or opportunities as a
result of the consummation of the Novartis purchase or the proposed merger.
Also, there can be no guarantee that the Committee will obtain any particular
result. Except to the extent required under the federal securities laws and the
rules and regulations promulgated by the Securities and Exchange Commission, we
undertake no obligation to publicly update or revise any of these
forward-looking statements, whether to reflect new information or future events
or circumstances or otherwise.
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