An independent committee of directors of Alcon
Novartis aims to buy the rest of eye care group Alcon for $39.3 billion to reduce reliance on prescription drugs, but is offering minority shareholders a worse deal than major owner Nestle
Under Swiss law, Novartis can force through the deal once it takes majority control from Nestle as mergers require approval of two thirds of shareholders and a simple board majority.
Novartis has taken the gloves off and claims that since this is not a tender offer, minority owners have no option but to approve the deal, since Novartis will soon control Alcon's board, Kepler Capital Markets analyst Tero Weckroth said.
While Alcon, founded in 1945 by two pharmacists in Texas, is listed on the New York Stock Exchange, it is incorporated in Switzerland and is thus bound by law there.
That means Novartis could leverage its 77 percent ownership once it has completed buying the Nestle stake, leaving a legal challenge after a deal closure as the only apparent recourse for Alcon minority shareholders, Morgan Stanley analysts said.
Alcon said on Tuesday an independent director committee believed the company had established certain important protections for its minority shareholders against a coercive takeover bid.
Novartis appears to be attempting to circumvent the minority protection principle... by claiming that the Alcon minority shareholders are neither accorded minority protections under the Swiss Takeover Code nor the rules under the NYSE, the Alcon directors committee said in a statement.
Novartis stock fell 1.7 percent to 54.10 Swiss francs by 0830 GMT on Tuesday, making its offer to minorities of 2.8 Novartis shares for each remaining Alcon share worth $147 per share, well below the $180 agreed with Nestle. The offer had initially been worth $153, based on December 30 prices.
(Editing by Ben Hirschler and Hans Peters)