Full Press Release Details
INDEPENDENT DIRECTOR COMMITTEE RESPONDS TO NOVARTIS
HUENENBERG, Switzerland - January 04,
2010 - The Alcon, Inc. (NYSE: ACL) Independent Director Committee, in
response to comments made today by Novartis AG (NYSE: NVS), stated its belief
that Alcon has established certain important protections for the benefit of
Alcon's minority shareholders against a coercive takeover bid and is
disappointed that Novartis is attempting to circumvent those protections and
corporate governance best practices.
majority-controlled entity since it became a public company in 2002, established
certain protections in its governing documents for the benefit of its minority
shareholders. For example, Article V, Section 5 of Alcon's
Organizational Regulations requires approval by a committee of independent
directors (as defined under the New York Stock Exchange rules) in connection
with a number of transactions, including any proposed merger with a majority
shareholder. The full Organizational Regulations are available on
Alcon's website at www.alcon.com/en/investors-media/ (click through Corporate
Novartis' initial purchase from Nestle of an approximately 25 percent stake in
Alcon, the Alcon Board of Directors recognized the need for the establishment of
a standing committee of independent directors whose stated purpose is to protect
the minority shareholders in connection with a number of transactions, including
related party transactions between Alcon and major shareholders of
Alcon. This action was approved by the full Alcon Board of Directors
appears to be attempting to circumvent the minority protection principles
embodied in the actions noted above by claiming that the Alcon minority
shareholders are neither accorded minority protections under the Swiss Takeover
Code nor the rules under the NYSE.
circumstance, Swiss corporate law requires any merger proposal to be approved by
a majority of the Alcon Board of Directors with "interested" directors
abstaining. Assuming that the Novartis and Nestle board
representatives along with the Alcon executive board representative abstain,
approval by the independent directors comprising the Independent Director
Committee would be required to approve a merger with Novartis.
investor conference call this morning, Novartis expressed its view that, if it
were unable to obtain the required approval of the Alcon Board of Directors and
the Independent Director Committee, Novartis would simply wait until it owned 77
percent of Alcon to then unilaterally impose the terms of the proposed merger on
the minority shareholders. Such a unilateral action would clearly be
inconsistent with the minority protection principles upon which Alcon
established itself and Alcon shareholders rely.
Novartis has expressed its view that the merger proposal is fair, the
Independent Director Committee and its advisors will inform the Alcon
shareholders of its formal position once the Committee and its advisors complete
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,
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