Alcon's independent directors fight back Novartis control

Article

Novartis plans to assume complete control over Alcon Laboratories Inc. in a two-step process that some analysts and some members of Alcon?s board of directors are challenging for its fairness under Swiss and US merger laws.

Novartis plans to assume complete control over Alcon Laboratories Inc. in a two-step process that some analysts and some members of Alcon's board of directors are challenging for its fairness under Swiss and US merger laws.The deal, announced on January 4th, begins with Novartis exercising its option to purchase Nestle’s 52% share of Alcon for $28 billion, giving Novartis 77% majority ownership of the largest eye-care company in the United States.

Upon gaining majority control of Alcon’s board, Novartis officials said they would seek-and expect to gain through a simple majority vote -control over the remaining 23% now held by independent minority shareholders, including mutual funds and private individuals.

Novartis believes the deal falls completely under the Swiss Merger Act, and is outside US minority shareholder protections built into parameters of the New York Stock Exchange. Under Swiss law, according to Novartis General Counsel Thomas Werlen, PhD, in a conference call with investment analysts, “there are no constraints other than paying a fair price.”

The “fair price” has become a source of contention between Novartis, which Chief Executive Officer Daniel Vasella, MD, said “went to great lengths to determine a fair offer,” Alcon's Independent Director Committee, and analysts. The committee announced in a Jan. 4 statement it was “disappointed” that Novartis is attempting to “circumvent” minority shareholder protections, and it filed a lawsuit in US District Court in New York to fight the price offered in the takeover. Novartis spokesman Eric Althoff declined to comment on pending litigation.

A detailed analysis and reaction will follow in next week's Ophthalmology Times Europe Digest of 17th February. Subscribe and ensure you receive the news behind the headlines.

Newsletter

Join ophthalmologists across Europe—sign up for exclusive updates and innovations in surgical techniques and clinical care.

Recent Videos
Christine Curcio, PhD, of the University of Alabama at Birmingham Heersink School of Medicine, shares histology update and revised nomenclature for OCT with Sheryl Stevenson of the Eye Care Network and Ophthalmology Times
SriniVas R. Sadda, MD, FARVO, shares key points from his retina presentation at the International SPECTRALIS Symposium
Robert Sergott, MD, describes fluorescence lifetime imaging ophthalmoscopy (FLIO) and the International SPECTRALIS Symposium – And Beyond (ISS) in Heidelberg, Germany.
Rayaz Malik, MBChB, PhD, a professor of medicine at Weill Cornell Medicine - Qatar, spoke with Ophthalmology Times Europe about his presentation. It's titled "An eye on neurodegenerative diseases: Challenging the dogma" at the International SPECTRALIS Sympsoium. In conversation with Hattie Hayes, Ophthalmology Times Europe
Anat Loewenstein, MD, describes her presentation on remote imaging for age-related macular degeneration and geographic atrophy at the International SPECTRALIS Symposium, in conversation with Hattie Hayes of Ophthalmology Times Europe
Tyson Brunstetter, OD, PhD, a US Navy Aerospace Optometrist at the NASA Johnson Space Center in Houston, Texas, shares key takeaways from his keynote at the International SPECTRALIS Symposium (ISS)
Rayaz Malik, MBChB, PhD, shares his presentation, titled An eye on neurodegenerative diseases: Challenging the dogma, at this year's International SPECTRALIS Symposium
At the Retina World Congress, Siegfried Priglinger, MD, speaks about ensuring the best outcomes for preschool-aged patients
At the 2025 ASCRS meeting, Robert Ang, MD said small aperture IOLs can benefit all patients, especially those with complex corneas or who have undergone previous corneal refractive surgery
Viha Vig, MBChB graduate student at the University of Auckland, New Zealand, discusses her poster presentation on the relationship between mitochondiral disease, Alzheimer disease, and other types of dementia.
© 2025 MJH Life Sciences

All rights reserved.