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Group Questions Adequacy and Legality of Novartis' Merger Proposal to Alcon's

Key Takeaway: Group Questions Adequacy and Legality of Novartis' Merger Proposal to Alcon's Minority Shareholders HUENENBERG, Switzerland - February 17, 2010 - The Alcon Independent Director Committee (the "Committee") of Alcon, Inc. (NYSE: ACL) today announced that RiskMetrics Group, Inc

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Group Questions Adequacy and Legality of Novartis' Merger Proposal to Alcon's
Minority Shareholders
HUENENBERG, Switzerland - February 17,
2010 - The Alcon Independent Director Committee
(the "Committee") of Alcon, Inc. (NYSE: ACL) today announced that RiskMetrics
Group, Inc., a global leader in risk management, corporate governance and
financial research and analysis, has raised concerns about the adequacy of the
merger proposal by Novartis AG ("Novartis") to Alcon's minority shareholders and
the legality of any attempt by Novartis to unilaterally impose a full takeover
to clients issued yesterday, RiskMetrics presented its preliminary views on
Alcon's valuation, which are largely consistent with the views previously
expressed by the Committee. Specifically, RiskMetrics' independent
addition, RiskMetrics questioned the spirit of the Novartis merger proposal. In
particular, RiskMetrics noted that "[Novartis] is clearly aware of the many
legal protections afforded
shareholders in various global jurisdictions, protections designed to prevent
exactly this type of situation." As one example, RiskMetrics highlighted Article
V, Section 5 of the Alcon Organizational Regulations and stated that "as soon as
[Novartis] closes on its purchase of Nestl 's 52% stake, it seems to us a
challenge to argue that this provision would not apply to [Novartis], in spirit
also noted that "relying on technicalities to discriminate against one set of
shareholders is clearly not best practice," and that RiskMetrics will "continue
to monitor this situation."
Plaskett, Chairman of the Committee, said, "RiskMetrics is the leading
independent advisor to investors on proxy and governance matters and its
findings support our conviction that the Novartis proposal is grossly inadequate
and unfair to Alcon's minority shareholders. RiskMetrics is rightly concerned by
Novartis' attempt to trample on the rights of Alcon's minority
Committee also renewed its pledge to defend the rights of Alcon's minority
shareholders through all appropriate and available actions.
January 4, 2010, Novartis proposed acquiring the publicly-traded minority shares
of Alcon in an all-share swap, valued at the time of the announcement at $153
per Alcon share. Novartis simultaneously announced its intent to purchase a 52%
stake in Alcon from Nestl for $180 in cash. Last month, the Committee formally
responded to Novartis' merger proposal to minority shareholders, finding the
price and other terms proposed by Novartis to be grossly
& Co., Sullivan & Cromwell LLP and Pestalozzi, Zurich, the Committee's
independent financial and legal advisors, are continuing their work in preparing
the Committee to vigorously defend Alcon and its minority
information regarding the proposal is posted on the Committee's Web site: http://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 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
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
Lipin/Jennifer Lowney
Group (212) 333-3810
Last updated: Feb 18, 2010