Full Press Release Details
Independent Director Committee Notes that Novartis' Grossly Inadequate Merger
Proposal Continues to Deteriorate Even in the Face of Alcon's Strong
HUENENBERG, Switzerland - April 27,
2010 - The Alcon Independent Director Committee (the "Committee")
reiterated today that the Novartis merger proposal to minority shareholders of
Alcon is grossly inadequate and applauds Alcon for once again delivering strong
earnings results for its first quarter. Alcon's Q1 2010 revenue of $1.7 billion
and adjusted earnings per share of $1.91 exceeded Wall Street consensus
estimates by 3.6% and 9.1%, respectively. Moreover, Alcon showed strong
year-over-year growth in all business segments with Pharmaceutical, Surgical and
Consumer revenue increasing 16.3%, 14.7% and 13.9%, respectively.
Plaskett, Chairman of the Committee, said, "Alcon's strong earnings coupled with
the continuing deterioration of Novartis' share-based proposal reinforces our
view that this already grossly inadequate offer is only getting worse as time
goes by. The Committee feels strongly that the value that should be paid to
Alcon's minority shareholders must reflect the intrinsic value of Alcon today,
plus an appropriate premium for cost and revenue synergies. While the $181 that
Novartis is paying Nestl to attain a controlling position in Alcon is relevant,
the fact remains that Alcon, thanks to the continuing hard work of its
employees, is a superior company that consistently exceeds expectations from a
financial perspective and continues to build shareholder value with every
April 26, 2010, the Novartis proposal of 2.8 Novartis shares for each Alcon
share was valued at $145.79 per Alcon share. This value represents an
approximately 19% discount to the $181
all-cash price that Novartis has agreed to pay to Nestl for their 52% stake.
Importantly, the current value of the offer represents a discount of
approximately 11% to the Alcon share price one day prior to announcement and a
approximately 3% to the price of Alcon one month prior to announcement, as
compared to median premiums paid in
precedent squeeze-out transactions of approximately 16% and 21%,
& Co., Sullivan & Cromwell LLP and Pestalozzi, Zurich, are continuing to
act as advisors to the Committee.
information regarding the proposal will continue to be posted on the Committee's
Web site: www.transactioninfo.com/alcon.
Group (212) 333-3810
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 the Company's web site 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.