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Alcon Independent Director Committee Reviewing Novartis' Merger Proposal

Key Takeaway: Independent Director Committee Reviewing Novartis' Merger Proposal HUENENBERG, Switzerland - January 4, 2010 - Alcon, Inc. (NYSE: ACL) announced that Novartis AG (NYSE: NVS) has exercised its option to purchase the remaining shares in Alcon owned by Nestle S.A. at a weighted

Full Press Release Details

Independent Director Committee Reviewing Novartis' Merger Proposal
HUENENBERG, Switzerland - January 4,
2010 - Alcon, Inc. (NYSE: ACL) announced that Novartis AG (NYSE: NVS) has
exercised its option to purchase the remaining shares in Alcon owned by Nestle
S.A. at a weighted average price of US$180 per share in cash. Upon
consummation of the purchase, Novartis would own an approximate 77 percent
interest in Alcon. Alcon also announced that Novartis had submitted a
proposal to the Alcon Board of Directors relating to the remaining approximate
23 percent publicly-held minority interest pursuant to which Alcon would merge
with and into Novartis under Swiss merger law and minority holders of
publicly-held shares would receive 2.8 Novartis shares for each of Alcon's
publicly-traded shares. Based on the Novartis share price on December
30, 2009, Novartis' merger proposal values each publicly-traded share of Alcon
at approximately US$153.
The proposed merger would be
conditioned upon, among other things, approval by the Alcon Board of Directors,
the closing of the purchase and sale transaction between Novartis and Nestle
relating to the Novartis option exercise as well as receipt of required
regulatory approvals.
The Alcon Board of Directors
established an Independent Director Committee of the Alcon Board of Directors in
2008 in connection with Novartis' initial purchase of approximately 25 percent
of the Alcon shares from Nestle in order to protect the interests of the
minority holders of publicly-held Alcon shares in transactions such as Novartis'
merger proposal. The Committee is composed of three independent
directors: Lodewijk de Vink, Joan W. Miller, M.D. and Thomas G.
Plaskett. In connection with its review of the Novartis merger
proposal, the Committee has retained Greenhill & Co. as independent
financial advisor and Sullivan & Cromwell LLP as independent legal advisor
and will thoroughly review the Novartis merger proposal in an effort to secure
the best attainable value for the minority holders of publicly-held Alcon
shares. The Committee notes that neither the Committee nor the
management of Alcon participated in the preparation of Novartis' merger
The Committee is working closely with
its advisors to evaluate the terms of the proposed merger, including the form
and amount of consideration. In particular, the Committee notes that
Novartis' implied per share valuation of Alcon of approximately US$153
represents an approximate 15 percent discount to the weighted average call price
of US$180 to be paid by Novartis to Nestle for Nestle's approximate 52 percent
interest in Alcon. The Committee continues to have confidence in
Alcon management's ability to deliver superior value to its
The Committee will inform the Alcon
shareholders of the Committee's formal position on Novartis' merger
proposal once the Committee completes its evaluation. The
Committee has also retained Brunswick Group as external communications
Inc. is the world's leading eye care company, with sales of approximately $6.3
billion in 2008. 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
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. 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.
Lipin/Jennifer Lowney
Group (212) 333-3810
Last updated: Jan 4, 2010