The definitive agreement with Nestle S.A. provides Novartis the right to acquire 77 percent majority ownership of Alcon in two steps:
1. Novartis first acquires a 25 percent stake for approximately $11 billion ($143.18 per share), with closing expected in the second half of 2008.
2. In an optional second step, Novartis has an exclusive right to acquire Nestle’s remaining 52 percent stake for a fixed price of $28 billion ($181 per share); Nestle has the right to require Novartis to buy this stake.
Completion of these steps would make Alcon a majority-owned subsidiary of Novartis and further strengthen its healthcare-focused business. The transition of Alcon’s majority ownership to Novartis would also enhance the group’s longer-term growth prospects with greater access to the fast-growing eye care market, a specialty field with unmet patient needs and annual sales of about $25 billion in 2007, says Novartis.
“This acquisition furthers our strategy of accessing high-growth segments of the healthcare market while balancing inherent risks,” says Daniel Vasella, MD, the chairman and CEO of Novartis in a statement. “The strategic fit of Alcon and Novartis is excellent with our complementary product portfolios and R&D synergies. Eye care will continue to grow dynamically as there is a growing unmet medical need driven primarily by the world’s aging population.”
Alcon is the world’s largest and most profitable eye care company with 2007 annual sales of $5.6 billion, operating income of $1.9 billion and net income of $1.6 billion. Alcon offers a range of pharmaceutical, surgical and consumer eye care products used to treat diseases, disorders and other conditions of the eye. In 2007, the company’s surgical sales ? focusing on IOLs for cataract surgery, but also encompassing vitreoretinal surgical supplies and equipment and refractive laser surgical devices ? reached $2.5 billion, an increase of 13 percent over the previous year. This is a strong strategic fit with complementary Novartis contact lens and ophthalmic pharmaceutical businesses, says Novartis.
“I welcome Novartis as a minority investor, and I believe the agreement validates Alcon’s leadership and bright future in the attractive and growing eye care market,” says Cary Rayment, Alcon’s chairman, president and CEO, in a statement. “It is also a testament to all of our employees who have been responsible for making Alcon the global leader in the eye care market.”
