Factbox: Novartis still seeking to buy out Alcon

Fri Jul 9, 2010 8:51am EDT

(Reuters) - Swiss drugmaker Novartis (NOVN.VX) is still seeking to buy out the minority shareholders of eyecare group Alcon ACL.N with a lowball offer, now worth some $9.7 billion.

Here are some key facts about the deal:

* Novartis bought a 25 percent stake in Alcon for around $10.4 billion or $143 per share in 2008. It exercised an option to buy Nestle's remaining 52 percent stake in Alcon for $28.1 billion or $180 per share in January.

* Novartis made an offer at the same time to buy out Alcon's minority shareholders for 2.8 Novartis shares per Alcon share. That equates to around $9.7 billion at Friday's prices.

* This offer is equivalent to around $139 per Alcon share, compared with the average of $168 Novartis paid Nestle.

* Novartis says Swiss merger law applies to the deal as Alcon is incorporated in Switzerland, meaning Novartis does not have to pay minorities the same amount.

* Novartis says that under Swiss law it can push through the minorities deal once it takes majority control.

* Swiss mergers require approval of two-thirds of shareholders and a simple board majority.

* An independent committee of Alcon directors (IDC) has repeatedly dismissed Novartis' offer for the minorities as "grossly inadequate."

* Novartis has said it could replace the independent directors once it has secured its majority stake in Alcon.

* A law academic hired by the IDC has advised that approval from the independent directors is needed for a deal to go through.

* The IDC has set up a $50 million trust for litigation between Novartis and Alcon.

* Novartis has said it expects to get regulatory approval for the acquisition of the majority stake in either the late third quarter or fourth quarter.

* Novartis has said that with a 77 percent stake it could generate annual pre-tax cost synergies of around $200 million within three years.

* Attaining 100 percent ownership could result in additional annual pre-tax cost synergies of around $100 million within three years of closing the deal.

(Compiled by Katie Reid; Editing by Jon Loades-Carter)

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