FACTBOX-Novartis' bid to buy out Alcon

Jan 13 (Reuters) - Swiss drugmaker Novartis (NOVN.VX) is offering to buy the remaining 23 percent of eyecare group Alcon ACL.N at a lowball price originally worth $11.2 billion. [ID:nLDE60B0P2]

Here are some facts about the proposed transaction:

* Novartis agreed to buy 25 percent of Alcon from food group Nestle (NESN.VX) in the first part of the deal in 2008 for $143.18 per share, a total of $11 billion.

* It agreed to buy a further 52 percent from Nestle on Jan. 4 for $180 per share, taking its total holding to 77 percent for a combined price of $39 billion.

* At the same time Novartis offered to buy out minority Alcon shareholders for 2.8 Novartis shares for each Alcon share. That equates to $10.8 billion at Wednesday's prices.

* The offer is equivalent to $147 per Alcon share, compared with an average of $168 that Novartis paid Nestle.

* Novartis says as Alcon is incorporated in Switzerland, Swiss merger law applies and does not require that it pays minorities the same amount.

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

* Some minority investors are unhappy about the offer and a pension fund has already sued Novartis, Alcon and Nestle. [ID:nN11163373]

* An independent committee of Alcon directors has criticised Novartis tactics and is due to give its formal assessment of the deal in the near future.

* With a majority stake in Alcon, Novartis could override any negative opinion by replacing those independent directors, though it would risk bad publicity. (Compiled by Sam Cage; Editing by Jon Loades-Carter)