Law Offices of Howard G. Smith announces that it is investigating
potential shareholder claims related to the January 4, 2010,
announcement by Novartis AG that it had exercised its option to purchase
the approximately 156 million shares of Alcon, Inc. ("Alcon” or the
"Company”) (NYSE:ACL) owned by Nestle S.A. at a weighted average price
of $180 per share in cash.
In 2008, Novartis purchased a 25% interest in Alcon from Nestle,
including an option to buy another 52% of the Company between January
2010 and July 2011. Upon consummation of the current purchase proposal,
which is valued at approximately $28 billion, Novartis would own an
approximate 77 percent interest in Alcon. The investigation concerns
Alcon’s minority shareholders’ rights and potential shareholder claims
related to the proposal.
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 proposed merger,
minority holders of the approximately 23 percent of Alcon shares that
are publicly traded would receive 2.8 Novartis shares for each Alcon
share they own. This would value each publicly traded share of Alcon at
approximately $153, based on Novartis’ share price and U.S./Swiss
exchange rates prior to the announcement. 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, and required regulatory approvals.
In response to Novartis’ announcement, the Alcon board of directors
issued press releases stating, among other things, "its belief that
Alcon has established certain important protections for the benefit of
Alcon’s minority shareholders against a coercive takeover bid and is
disappointed that Novartis is attempting to circumvent those
protections,” and noting that Novartis’ implied per-share valuation of
Alcon represents an approximate 15 percent discount to the price
Novartis is paying Nestle for Nestle’s approximate 52 percent interest
in Alcon.
If you own shares of Alcon, Inc., if you have information or would like
to learn more about these claims, or if you wish to discuss these
matters or have any questions concerning this announcement or your
rights or interests with respect to these matters, please contact Howard
G. Smith, Esquire, of Law Offices of Howard G. Smith, 3070 Bristol Pike,
Suite 112, Bensalem, Pennsylvania 19020 by telephone at (215) 638-4847,
Toll Free at (888) 638-4847, or by email to howardsmith@howardsmithlaw.com,
or visit our website at http://www.howardsmithlaw.com.