Alcon Independent Director Committee Notes Results of Shareholder Vote
HUENENBERG, Switzerland--(BUSINESS WIRE)--Aug 17, 2010 - The Alcon Independent Director Committee (the “IDC”) notes the conditional election of five designees to the Board of Directors of Alcon, Inc. (“Alcon”) proposed by Novartis AG (“Novartis”). The conditional election took place at an extraordinary general meeting (“EGM”) of the Alcon shareholders, held yesterday in Zug, Switzerland.
Taking into consideration the approximately 77 percent of shares owned by Nestlé SA (“Nestlé”) and Novartis, the IDC estimates that approximately 91 percent of the shares owned by the minority shareholders and voted at the EGM were voted against the Novartis designees. As previously announced by Alcon and the IDC, Nestlé's vote in favor of the conditional election of the Novartis designees was required under the Purchase and Option Agreement and the Shareholders Agreement entered into by Nestlé and Novartis on April 6, 2008.
Two leading corporate governance experts, RiskMetrics Group, Inc. and Glass Lewis & Co., recently issued reports expressing concern with Novartis' treatment of minority shareholders and recommending that minority shareholders vote against Novartis' slate of designees.
Thomas G. Plaskett, Chairman of the IDC, said, “Any director designated to the Alcon board by Novartis faces an obvious conflict of interest with respect to the Novartis merger proposal. Minority shareholders, despite knowing that their votes could not alter the outcome at the EGM, have nonetheless used their vote to clearly communicate their resolve to fight Novartis' attempted coercive approach, as well as their steadfast commitment to receiving fair value for their shares.”
Greenhill & Co., Sullivan & Cromwell LLP and Pestalozzi, Zurich, are continuing to act as advisors to the IDC.
Important information regarding the proposal will continue to be posted on the Committee's website: www.transactioninfo.com/alcon.
Alcon, Inc. is the world's leading eye care company, with sales of approximately $6.5 billion in 2009. Alcon, which has been dedicated to the ophthalmic industry for 65 years, researches, develops, manufactures and markets pharmaceuticals, surgical equipment and devices, contacts lens solutions and other vision care products that treat diseases, disorders and other conditions of the eye. Alcon operates in 75 countries and sells products in 180 markets. For more information on Alcon, Inc., visit Alcon's website at www.alcon.com.
Caution Concerning Forward-Looking Statements. This press release may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Any forward-looking statements reflect the views of the Committee as of the date of this press release with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. There can be no guarantee that Novartis or Alcon will achieve any particular future financial results or future growth rates or that Novartis or Alcon will be able to realize any potential synergies, strategic benefits or opportunities as a result of the consummation of the Novartis purchase or the proposed merger. Also, there can be no guarantee that the Committee will obtain any particular result. Except to the extent required under the federal securities laws and the rules and regulations promulgated by the Securities and Exchange Commission, we undertake no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events or circumstances or otherwise.
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Posted: August 2010