Novartis’ long
drawn-out efforts to buy out the 23% stake of eye care specialist Alcon seem to
have borne fruit after the Swiss major sweetened the deal to minority
shareholders.
Novartis recently
bought Nestle's remaining 52% stake for $180 per share, bringing the
Basel-headquartered giant's' ownership of Alcon to 77%. However the offer of
2.8 Novartis shares for each Alcon share made to minority stockholders was
repeatedly rejected as too low by Alcon's independent directors committee.
Now
an agreement has been reached which will see the minority shareholders get up to 2.8 Novartis
shares and a contingent value amount (CVA) of $168 for each outstanding
share they hold in Alcon. The total merger consideration for the minority
interest will be in the region of $12.90 billion, bringing the total deal value
to some $51.60 billion.
In
order to pay for the deal, Novartis is launching a share buyback programme
worth around $5 billion and use $900 million in cash. The transaction is expected to
be 3% dilutive to fully diluted earnings per share.
Daniel Vasella,
Novartis’ chairman, said that “the full merger is the logical conclusion of our
initial strategic investment in Alcon," making the firm “the global leader
in eye care, a rapidly-expanding, innovative platform based on the growing
needs of an aging population”. Chief executive Joe Jimenez added that “the
growth synergies here are significant, as Alcon will be the eye care
development engine for our best-in-class research organisation, and will
leverage the Novartis market access capabilities outside the USA”.
Thomas
Plaskett, chairman of the Alcon IDC who had been extremely critical of
Novartis’ methods in pushing through the acquisition, said the agreement is
“the culmination of a lengthy and robust series of negotiations…that resulted
in a fair value for all stakeholders”. He added that “we are delighted to
recommend this negotiated transaction to the Alcon board of directors."
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