Novartis AG exercises option to purchase remaining shares in Alcon

Jan 4 2010

Novartis AG (NYSE: NVS) announced today that it had exercised its option to purchase the remaining shares in Alcon, Inc. (NYSE: ACL) owned by Nestle S.A. at a weighted average price of US$180 per share in cash. The exercise is pursuant to an agreement between Nestle and Novartis that was executed on April 7, 2008. The option exercise is subject to regulatory approvals and covers approximately 156 million shares of Alcon held by Nestle, representing approximately 52 percent of Alcon’s outstanding shares. Upon consummation of the purchase, Novartis would own an approximate 77 percent interest in Alcon.

Novartis also announced that it has submitted to the Alcon board of directors a proposal for a merger of Alcon with and into Novartis to be effected under Swiss merger law. Under the terms of the merger proposal, holders of the approximately 23 percent of Alcon shares that are publicly-traded would receive 2.8 Novartis shares for each Alcon share. Based on the Novartis share price and U.S. dollar/Swiss franc exchange rates prior to the announcement, this would value each publicly-traded share of Alcon at approximately US$153. The proposed merger would be contingent upon, among other things, approval by the Alcon Board of Directors, the closing of the purchase and sale transaction related to the Novartis option exercise as well as receipt of required regulatory approvals.

The Independent Director Committee, composed of Alcon’s three independent board members, was formed in 2008 in connection with Novartis’ initial purchase of approximately 25 percent of the Alcon Shares from Nestle to evaluate transactions such as the proposed merger. The Committee has engaged independent financial and legal counsel in connection with its evaluation of the proposed merger.