Full Press Release Details
Independent Director Committee Says Company's Q4/FY 2009 Financial Results
Underscore Gross Inadequacy of Novartis' Proposal to Minority
HUENENBERG, Switzerland - February 12,
2009 - The Alcon (NYSE: ACL) Independent Director Committee today said
that Alcon's impressive Q4/FY 2009 financial results underscore the intrinsic
value of Alcon and reinforce its conclusion that the Novartis proposal is
grossly inadequate. The Committee further noted that the financial results
extend an impressive tradition of excellence, as Alcon has now outperformed Wall
Street estimates in 27 of the 30 fiscal quarters since its IPO, including the
last five consecutive quarters. Alcon yesterday reported that Q4 global sales
rose 14.5 percent to $1.72 billion and net earnings for the fourth quarter grew
8.0 percent to $458 million or $1.51 per diluted share.
Plaskett, Chairman of the Committee, said, "We commend Alcon's management and
employees for yet again demonstrating the extraordinary value they continue to
deliver for the company and its shareholders. These results further cement
Alcon's position as a truly unique enterprise and extend a tradition of
excellence that goes back 60 years. We hope these results inspire Novartis to
reconsider their proposal and their attempt to force their offer on Alcon's
minority shareholders, many of whom are Alcon employees."
Committee also reiterated its commitment to take all appropriate and available
actions to defend minority shareholders' rights. Under Swiss law and Alcon's
organizational documents, Novartis' merger proposal will only become legally
effective after completing several steps that by their very nature require the
cooperation of the members of the Committee.
Plaskett, "Ultimately, Novartis cannot implement its merger proposal without the
approval of the independent directors. While we hope that we can reach a
negotiated deal, the substantial legal protections that are in place ensure
that, regardless of Novartis' ultimate
action, all roads eventually lead to the independent directors. Novartis cannot
legally circumvent the Committee's powers, and we remain committed to taking all
appropriate and available actions to ensure that the rights of minority
shareholders are protected."
Committee is continuing to work closely with its independent financial and legal
advisors, Greenhill & Co., Sullivan & Cromwell LLP and Pestalozzi,
Zurich, in building its aggressive defense of Alcon and its minority
information regarding the proposal is posted on the Committee's Web site:
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.
Lipin/Jennifer Lowney
Group (212) 333-3810