Alcon directors protest Novartis takeover bid
pharmafile | January 6, 2010 | News story | Research and Development, Sales and Marketing | Alcon, Novartis
An independent committee of directors of Alcon has expressed its disappointment with the recent takeover bid from Novartis, saying the Swiss drugmaker is trying to circumvent protections for minority shareholders.
Novartis aims to buy the rest of eye care group Alcon for just under $40 billion to reduce its reliance on prescription drugs, but is offering minority shareholders a worse deal than major owner Nestle.
The Swiss company’s offer to minority Alcon shareholders of 2.8 Novartis shares for each of their shares in the eye care group is currently worth $147, well below the $180 agreed with Nestle.
Swiss law would allow Novartis to force through the deal once it obtains a majority from Nestle, as mergers require approval of two thirds of shareholders and a simple board majority.
“Novartis has taken the gloves off and claims that since this is not a tender offer, minority owners have no option but to approve the deal, since Novartis will soon control Alcon’s board,” Kepler Capital Markets analyst Tero Weckroth told Reuters.
While Alcon is listed on the New York Stock Exchange it is incorporated in Switzerland and thus bound by law there. This means once Novartis completes its deal for Nestle’s majority stake a legal challenge to the takeover would be the only recourse left to Alcon’s minority shareholders.
Alcon said on Monday an independent director committee believed the company had established certain important protections for its minority shareholders against a coercive takeover bid.
“Novartis appears to be attempting to circumvent the minority protection principles … by claiming that the Alcon minority shareholders are neither accorded minority protections under the Swiss Takeover Code nor the rules under the NYSE,” the Alcon directors committee said in a statement.
Related Content
Novartis receives SMC approval for early breast cancer treatment
Novartis has announced that its treatment for early breast cancer, Kisqali (ribociclib), has received approval …
Novartis candidate for Sjögren’s disease presents positive results
Novartis has reported positive results from two phase 3 clinical trials – NEPTUNUS-1 and NEPTUNUS-2 …
First malaria medicine for infants under 4.5kg receives approval
Coartem (artemether-lumefantrine) Baby, or Riamet, has been approved by Swissmedic as the first malaria medicine …
