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Alcon-Novartis merger hits opposition

The minority public shareholders of Alcon are seeking to prevent the consummation of a merger worth approximately $39bn

The minority public shareholders of Alcon are seeking to prevent the consummation of a merger worth approximately $39bn.

Lawyers, Labaton Sucharow have announced that they have filed a class action on behalf of the minority public shareholders of Alcon, which seeks to prevent the consummation of an approximately $39bn merger proposed by Novartis. The action names as defendants Alcon, the members of Alcon's board of directors, Novartis, and Nestlé SA.  

The case arises from the fact that Novartis has offered two groups of Alcon shareholders two different prices for the same stock. The price Novartis aims to pay Alcon's minority shareholders is approximately 18 per cent less than the price Novartis is paying Nestlé, Alcon's majority shareholder.

According to Labaton Sucharow, Novartis is effectively treating the proposed merger as transaction above the law. Because Alcon is incorporated in Switzerland, but its publicly-traded stock trades on the New York Stock Exchange alone, and because the proposed merger is not a tender offer, Novartis has claimed that Alcon's minority shareholders (most of whom are American institutional investors) are not protected by law and that no law protects its ability to force through the proposed merger.

Christopher J Keller, a partner at Labaton Sucharow LLP said: "A simultaneous offer with such a significant disparity between the majority and minority shareholders is extremely unusual and rare," noting that the "minority shareholders should be afforded the opportunity to seek meaningful legal recourse."

Novartis announced its plans to take over eye-care company Alcon, at the beginning of January.

11th January 2010

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