Alcon's independent directors fight back Novartis control

February 10, 2010

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.