Aug 26 2010
The Alcon Independent Director Committee (the "IDC") notes the closing of Novartis AG's ("Novartis") acquisition of Nestlé SA's ("Nestlé") remaining stake in Alcon, Inc. ("Alcon"). The transaction, which increases Novartis' stake in Alcon to approximately 77 percent, was consummated pursuant to the Purchase and Option Agreement entered into by Nestlé and Novartis on April 6, 2008. The closing of the Nestlé/Novartis transaction is an expected step and does not impact the IDC's position with respect to Novartis' merger proposal to minority shareholders.
Thomas G. Plaskett, Chairman of the IDC, said, "We look forward to negotiating a deal that affords fair value to Alcon's minority shareholders. An agreed transaction is in the best interests of all stakeholders and is clearly preferable to protracted litigation, which would delay critical steps in the integration process. However, we are ready to defend the rights of Alcon and its minority shareholders if Novartis refuses to negotiate a fair deal."
The closing of the Nestlé/Novartis transaction satisfies the condition of the election of Novartis' five additional designees to Alcon's board, which was made on August 16th despite their overwhelming rejection by minority shareholders. The Novartis designees have a clear conflict of interest with respect to any decision regarding Novartis' merger proposal to minority shareholders. As previously announced by the IDC and supported in a legal opinion issued by Professor Hans Caspar von der Crone, a leading Swiss corporate governance expert, the role of non-conflicted directors in related-party transactions is established both by Swiss law and Alcon's organizational documents. Accordingly, a positive recommendation by the IDC is required with respect to any related-party transaction between Alcon and Novartis, including the merger proposal, and the IDC's powers and duties cannot be altered without the consent of the IDC.
Source : Alcon, Inc.