Feb 15 2010
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.
Thomas G. 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.”
The 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.
- First, the proposal must receive approval by the Committee itself.
- Second, the proposal must be approved by the boards of Alcon and Novartis, excluding conflicted members.
- Third, the Committee can oppose registration of the proposed transaction in the relevant Swiss Trade Registries in the event that it believes Novartis has violated Swiss law and/or Alcon’s organizational documents prior to the merger being declared effective.
Said 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 course of 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.”
The 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 shareholders.