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Alcon committee responds to Novartis' merger proposal
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HUENENBERG, Switzerland — An independent committee of Alcon's board of directors, in response to Novartis' merger proposal, has declared its disappointment with Novartis' alleged attempt to evade minority protection principles under the Swiss Takeover Code and regulations under the New York Stock Exchange in what the committee has deemed a "coercive takeover bid," Alcon announced in a press release.
This follows an investor conference call during which Novartis stated that, if Alcon's independent committee and board of directors were to reject the merger proposal, Novartis would then impose the terms of the merger after it has completed its acquisition of 77% of Alcon's issued shares, according to the release.
"Such a unilateral action would clearly be inconsistent with the minority protection principles upon which Alcon established itself and Alcon shareholders rely," Alcon said in the release.
Under Swiss corporate law, the merger proposal must be approved by a majority of Alcon's board of directors, with "interested" directors abstaining. If board representatives from Novartis, Nestle and Alcon collectively abstain, approval by the independent director committee would be required to approve the merger, according to the release.
At press time, Alcon's independent committee had not notified the company's shareholders of its formal position.