Alcon directors disappointed with Novartis bid

* Say Novartis trying to circumvent minorities' protections

* Novartis offering minorities worse deal than Nestle

ZURICH, Jan 5 (Reuters) - An independent committee of directors of Alcon ACL.N is disappointed with a takeover bid from Novartis (NOVN.VX), saying the Swiss drugmaker is trying to circumvent protections for minority shareholders.

Novartis aims to buy the rest of Alcon for $39.3 billion to reduce reliance on prescription drugs, but is offering minority shareholders a worse deal than major owner Nestle (NESN.VX). [ID:nLDE6030BH]

Eyecare group Alcon said on Tuesday 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 principle... by claiming that the Alcon minority shareholders are neither accorded minority protections under the Swiss Takeover Code nor the rules under the NYSE," Alcon said in a statement.

Under Swiss law, Novartis can force through the deal once it takes majority control from Nestle as mergers require approval of two thirds of shareholders and a simple board majority.

Novartis is offering minorities 2.8 Novartis shares for each remaining Alcon share, which amounts to $153 per share, based on Dec. 30 prices, below the $180 agreed with Nestle. (Reporting by Sam Cage; Editing by Dan Lalor)