Regional EuroTimes
Date Posted 05/01/2010
Alcon Independent Director Committee 'disappointed' with Novartis comments on takeover
The Alcon Independent Director Committee has said that it is disappointed that Novartis is attempting to circumvent protections for Alcon's minority shareholders and corporate governance best practices.
This follows yesterday's announcement that Novartis had exercised its option to purchase the remaining shares in Alcon owned by Nestle at a weighted average price of US$180 per share in cash.
Alcon also announced that Novartis had submitted a proposal to the Alcon Board of Directors relating to the remaining approximate 23 per cent publicly-held minority interest pursuant to which Alcon would merge with and into Novartis under Swiss merger law and minority holders of publicly-held shares would receive 2.8 Novartis shares for each of Alcon’s publicly-traded shares.
"Novartis appears to be attempting to circumvent the minority protection principles embodied in the actions by claiming that the Alcon minority shareholders are neither accorded minority protections under the Swiss Takeover Code nor the rules under the NYSE," said an Alcon spokesman.
"Under any circumstance, Swiss corporate law requires any merger proposal to be approved by a majority of the Alcon Board of Directors with “interested” directors abstaining. Assuming that the Novartis and Nestle Board representatives along with the Alcon Executive Board representatives abstain, approval by the independent directors comprising the Independent Director Committee would be required to approve a merger with Novartis," said the company statement.
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