Alcon directors meet investors on Novartis bid

* Independent directors call offer "grossly inadequate"

* Alcon directors pledge to take all necessary actions

PHILADELPHIA, July 14 (Reuters) - Alcon Inc's ACL.N independent directors committee (IDC) met with minority shareholders on Wednesday to reassert their view that a takeover offer from Novartis AG (NOVN.VX) is "grossly inadequate."

The IDC last week established a $50 million litigation trust to ensure the eyecare group's minority shareholders get the best deal from Novartis. [ID:nLDE667034]

Novartis is buying Nestle's (NESN.VX) majority stake in Alcon and has made a lower offer for the remaining 23 percent of the company.

The IDC has called the lower offer "completely unacceptable" and has lobbied for Novartis to raise the bid.

Novartis is paying Nestle $28.1 billion, or $180 per share, for its Alcon stake, while offering minority holders $11 billion in a stock-for-stock exchange. The price for minority holders was initially indicated at $153 per share, but the value has dropped along with the price of Novartis stock.

The IDC declined to comment on what it views as an acceptable bid or whether it has held negotiations with Novartis.

In presentation materials for shareholders, the IDC said that "properly applied precedent squeeze-out data suggest values consistent with what Nestle is receiving."

Novartis has repeatedly said its offer is fair and that Swiss merger law requires approval of only two-thirds of shareholders and a simple board majority. Novartis was not immediately available to comment on Wednesday.

The Swiss drugmaker may have to raise its offer for the remaining shares, originally worth $11.2 billion, after a legal academic said IDC approval was needed for the deal. [ID:nLDE65R0EZ]

The IDC said it would "continue to take all appropriate and necessary actions to ensure that Novartis respects the fair process as set out in Alcon's organizational regulations and Swiss law in connection with Novartis' merger proposal." (Reporting by Jessica Hall; editing by John Wallace) (For more M&A news and our DealZone blog, go to here)