Novartis completes merger with Alcon
(Thomson Reuters ONE) -
Novartis International AG /
Novartis completes merger with Alcon
. Processed and transmitted by Thomson Reuters ONE.
The issuer is solely responsible for the content of this announcement.
* Novartis shares required in transaction total 165 million shares instead of
215 shares million following purchase of Alcon shares in open market
* The 108 million new shares in combination with an additional 57 million
shares held in treasury used to fund part of the merger consideration
* Merger of Alcon into Novartis completed following entry in commercial
registry
Basel, April 8, 2011 - Novartis announced today that it completed the merger of
Alcon, Inc. (Alcon; NYSE: ACL) into Novartis. The completion of the merger
follows the Novartis shareholders' approval of the merger, as well as the
proposed capital increase at the company's Extraordinary Shareholder Meeting
today and the subsequent entry of the merger into the commercial registry.
The number of Novartis shares required in connection with the merger are 165
million shares instead of the initially expected 215 million shares. The amount
of shares required for the merger was reduced through the purchase of 16.1
million Alcon shares in the open market since the announcement of the merger
agreement in December 2010.
The 165 million shares are composed of 108 million newly issued shares from the
authorized capital increase approved by the Novartis Board of Directors today
and 57 million shares already held as treasury shares. Under the terms of the
agreement, Alcon shareholders will receive 2.9228 Novartis shares (which
includes the dividend adjustment) and USD 8.20 in cash for each share of Alcon,
for a total consideration of USD 168 per share.
Novartis has appointed Mellon Investor Services LLC (operating with the service
name BNY Mellon Shareowner Services) as agent for the payment of merger
consideration. Alcon shareholders with questions regarding the payment of merger
consideration should contact BNY Mellon Shareowner Services at +1 (201)
680-6579.
A full update on expected synergies, one-time costs and progress of integration
process resulting from the merger will be provided with the Novartis quarterly
earnings update on April 19, 2011.
Disclaimer
These materials contain forward-looking statements that can be identified by
terminology such as "will," "to be issued," "will continue," "expected,"
"committed," "would," or similar expressions, or by express or implied
discussions regarding potential future sales or earnings of the Novartis Group
or any of its divisions; or by discussions of strategy, plans, expectations or
intentions. You should not place undue reliance on these statements. Such
forward-looking statements reflect the current views of the Group regarding
future events, and involve known and unknown risks, uncertainties and other
factors that may cause actual results to be materially different from any future
results, performance or achievements expressed or implied by such statements.
There can be no guarantee that the Novartis Group, or any of its divisions will
achieve any particular financial results. In particular, management's
expectations could be affected by, among other things, unexpected regulatory
actions or delays or government regulation generally; unexpected clinical trial
results, including additional analyses of existing clinical data or unexpected
new clinical data; the Group's ability to obtain or maintain patent or other
proprietary intellectual property protection; disruptions from the integration
of Alcon making it more difficult to maintain business and operational
relationships, and relationships with key employees; unexpected product
manufacturing issues; uncertainties regarding actual or potential legal
proceedings, including, among others, litigation seeking to prevent the merger
from taking place, product liability litigation, litigation regarding sales and
marketing practices, government investigations and intellectual property
disputes; competition in general; government, industry, and general public
pricing and other political pressures; uncertainties regarding the after-effects
of the recent global financial and economic crisis; uncertainties regarding
future global exchange rates and uncertainties regarding future demand for our
products; uncertainties involved in the development of new eye care products;
the impact that the foregoing factors could have on the values attributed to the
Group's assets and liabilities as recorded in the Group's consolidated balance
sheet; and other risks and factors referred to in Novartis AG's current Form 20-
F on file with the US Securities and Exchange Commission. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated or expected. Novartis is providing the
information in these materials as of this date and does not undertake any
obligation to update any forward-looking statements as a result of new
information, future events or otherwise.
About Novartis
Novartis provides healthcare solutions that address the evolving needs of
patients and societies. Focused solely on healthcare, Novartis offers a
diversified portfolio to best meet these needs: innovative medicines, eye care,
cost-saving generic pharmaceuticals, consumer health products, preventive
vaccines and diagnostic tools. Novartis is the only company with leading
positions in these areas. In 2010, the Group's continuing operations achieved
net sales of USD 50.6 billion, while approximately USD 9.1 billion (USD 8.1
billion excluding impairment and amortization charges) was invested in R&D
throughout the Group. Headquartered in Basel, Switzerland, Novartis Group
companies employ approximately 119,000 full-time-equivalent associates and
operate in more than 140 countries around the world. For more information,
please visithttp://www.novartis.com.
# # #
Novartis Media Relations
Central media line : +41 61 324 2200
Eric Althoff
Novartis Global Media Relations
+41 61 324 7999 (direct)
+41 79 593 4202 (mobile)
eric.althoff(at)novartis.com
e-mail: media.relations(at)novartis.com
Novartis Investor Relations
Central phone: +41 61 324 7944
Susanne Schaffert +41 61 324 7944 North America:
Pierre-Michel Bringer +41 61 324 1065 Richard Jarvis +1 212 830 2433
Thomas Hungerbuehler +41 61 324 8425 Jill Pozarek +1 212 830 2445
Isabella Zinck +41 61 324 7188 Edwin Valeriano +1 212 830 2456
e-mail: investor.relations(at)novartis.com e-mail:
investor.relations(at)novartis.com
--- End of Message ---
Novartis International AG
Postfach Basel
WKN: 904278;ISIN: CH0012005267;
Media release (PDF):
http://hugin.info/134323/R/1504841/439760.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Novartis International AG via Thomson Reuters ONE
[HUG#1504841]
Unternehmensinformation / Kurzprofil:
Datum: 08.04.2011 - 16:01 Uhr
Sprache: Deutsch
News-ID 53333
Anzahl Zeichen: 8697
contact information:
Town:
Basel
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 162 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Novartis completes merger with Alcon"
steht unter der journalistisch-redaktionellen Verantwortung von
Novartis International AG (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
