RiskMetrics Group Questions Adequacy and Legality of Novartis’ Merger Proposal to Alcon’s Minority Shareholders

RiskMetrics’ Analysis Supports Alcon Independent Director Committee’s Conclusion that the Novartis Proposal is Grossly InadequateAnalysis Notes that Novartis Proposal Flouts M&A ‘Best Practice’Committee Renews Its Pledge to Defend the Rights of Alcon’s Minority Shareholders Through All Appropriate and Available ActionsHUENENBERG, Switzerland, Feb 17, 2010 (BUSINESS WIRE) — The Alcon Independent Director Committee (the “Committee”) of Alcon, Inc. (NYSE: ACL) today announced that RiskMetrics Group, Inc., a global leader in risk management, corporate governance and financial research and analysis, has raised concerns about the adequacy of the merger proposal by Novartis AG (“Novartis”) to Alco…

Alcon Independent Director Committee Says Company’s Q4/FY 2009 Financial Results Underscore Gross Inadequacy of Novartis’ Proposal to Minority Shareholders

The Committee Applauds Alcon Management and Employees for Outstanding Performance in 2009
Committee Reiterates Commitment to Fight for the Rights of Minority Shareholders and to Take All Appropriate and Available Actions to Defend Minority Shareholders Against Novartis’ Attempt to Force Grossly Inadequate Merger Proposal
HUENENBERG, Switzerland, Feb 12, 2010 (BUSINESS WIRE) — The Alcon (NYSE: ACL) Independent Director Committee today said that Alcon’s impressive Q4/FY 2009 financial results underscore the intrinsic value of Alcon and reinforce its conclusion that the Novartis proposal is grossly inadequate. The Committee further noted that the financial results extend an impressive tr…

Alcon’s Fourth Quarter Sales Rise 14.5 Percent

Fourth Quarter Highlights

Organic sales growth was 8.5 percent (+14.5 percent reported) as sales increased to $1.72 billion
Organic sales growth in emerging markets was 11.5 percent (+19.3 percent reported)
Adjusted diluted EPS rose 14.2 percent to $1.61 (+7.1 percent to $1.51 reported)2009 Highlights

Organic sales growth was 6.3 percent (+3.3 percent reported) as sales increased to $6.50 billion
Achieved broad-based global market share gains
Second half results reflect progress toward market recovery
Adjusted diluted EPS rose 13.5 percent to $6.81 (-1.9 percent to $6.66 reported)
Board will propose to shareholders a dividend of 3.95 Swiss francs per share
HUENENBERG, Switzerl…

Alcon Independent Director Committee Determines Novartis’ Merger Proposal to Minority Shareholders of Alcon is Grossly Inadequate

Alcon’s Standalone Value Dramatically Exceeds Novartis’ ProposalNovartis’ Financial Analysis of Alcon Shares is Fundamentally FlawedCompulsory Nature of Novartis’ Proposal Violates Well-Established Principles of Fairness and Equitable TreatmentCommittee to Defend Rights Accorded to Minority Shareholders in Alcon Organizational Regulations and Swiss LawCommittee to Take All Appropriate and Available Actions to Protect Minority Shareholders and Prevent Unilateral Removal of Independent DirectorsCommittee to Host Conference Call for Alcon ShareholdersHUENENBERG, Switzerland, Jan 20, 2010 (BUSINESS WIRE) — The Independent Director Committee (the “Committee”) of Alcon,
Inc. (NYSE: ACL)
…

Alcon to Purchase Ophthalmic Pharmaceutical Assets from Sirion

HUENENBERG, Switzerland, Jan 18, 2010 (BUSINESS WIRE) — Alcon
(NYSE: ACL),
the world’s leader in eye care, announced today that it will purchase
the rights in the United States for two FDA-approved topical eye care
products from Sirion Therapeutics, Inc. The two products purchased are
Durezol(TM), a marketed ophthalmic corticosteroid approved for the
treatment of inflammation and pain associated with eye surgery, and
Zirgan(TM), a recently approved antiviral for the treatment of acute
herpetic keratitis (corneal ulcers). In addition to these marketed
products, Alcon also acquired the global rights, excluding Latin
…

Alcon Announces Fourth Quarter 2009 Financial Release and Conference Call Dates

HUENENBERG, Switzerland, Jan 12, 2010 (BUSINESS WIRE) — Alcon, Inc. (NYSE: ACL) will report on its fourth quarter financial
results for the period ended December 31, 2009 after the market close on
Thursday, February 11, 2010.
Management of the company will host a conference call to discuss these
results on Friday, February 12, 2010, at 8:30 a.m. Eastern Time.
Presenting from Alcon will be Kevin Buehler, president and chief
executive officer, and Richard Croarkin, senior vice president, finance
and chief financial officer.

The conference call and associated web cast can be accessed live at
Alcon’s web site at www.alcon.com.
…

Alcon Independent Director Committee Responds to Novartis

HUENENBERG, Switzerland, Jan 04, 2010 (BUSINESS WIRE) — The Alcon, Inc. (NYSE: ACL) Independent Director Committee, in response to comments made today by Novartis AG (NYSE: NVS), stated its belief that Alcon has established certain important protections for the benefit of Alcon’s minority shareholders against a coercive takeover bid and is disappointed that Novartis is attempting to circumvent those protections and corporate governance best practices.
Alcon, a majority-controlled entity since it became a public company in 2002, established certain protections in its governing documents for the benefit of its minority shareholders. For example, Article V, Section 5 of Alcon’s Organizationa…

Alcon Independent Director Committee Reviewing Novartis’ Merger Proposal

HUENENBERG, Switzerland, Jan 04, 2010 (BUSINESS WIRE) — Alcon, Inc. (NYSE: ACL) announced that Novartis AG (NYSE: NVS) has exercised its option to purchase the remaining shares in Alcon owned by Nestle S.A. at a weighted average price of US$180 per share in cash. Upon consummation of the purchase, Novartis would own an approximate 77 percent interest in Alcon. Alcon also announced that Novartis had submitted a proposal to the Alcon Board of Directors relating to the remaining approximate 23 percent publicly-held minority interest pursuant to which Alcon would merge with and into Novartis under Swiss merger law and minority holders of publicly-held shares would receive 2.8 Novartis shares fo…

Novartis Announces Option Exercise and Merger Proposal

HUENENBERG, Switzerland, Jan 04, 2010 (BUSINESS WIRE) — Novartis AG (NYSE: NVS) announced today that it had exercised its option to purchase the remaining shares in Alcon, Inc. (NYSE: ACL) owned by Nestle S.A. at a weighted average price of US$180 per share in cash. The exercise is pursuant to an agreement between Nestle and Novartis that was executed on April 7, 2008. The option exercise is subject to regulatory approvals and covers approximately 156 million shares of Alcon held by Nestle, representing approximately 52 percent of Alcon’s outstanding shares. Upon consummation of the purchase, Novartis would own an approximate 77 percent interest in Alcon.
Novartis also announced that it h…

Alcon to Enter Surgical Glaucoma Market by Acquiring Optonol

Acquisition reflects increasing importance of glaucoma surgery to preserve visionEntry into glaucoma surgery provides additional near term growth opportunity for AlconHUENENBERG, Switzerland, Dec 14, 2009 (BUSINESS WIRE) — Alcon
(NYSE:ACL)
announced today that it has entered into a definitive agreement to
acquire Optonol, Ltd., a medical device company that develops,
manufactures and markets novel miniature surgical implants used to lower
intraocular pressure (IOP) in patients with glaucoma. With this
acquisition, Alcon will acquire Optonol’s Ex-PRESS(TM) Mini Glaucoma Shunt.
This agreement will complement Alcon’s pharmaceutical produc…

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