Alcon Inc. (NYSE:ACL) shareholders approved a final acquisition by Novartis AG (NYSE:NVS) at their annual meeting.
Under the terms of the takeover deal, Alcon shareholders will receive 2.9228 Novartis shares and a cash payment of $8.20 for each Alcon share, according to Alcon.
Based on NVS shares’ $55.60 latest closing price, the exchange represents a 1.4 percent premium over ACL shares’ closing price of $168.34 yesterday.
Completion of the buyout is still subject to the approval by Novartis shareholders, who will vote today, Alcon said.
Huenenberg, Switzerland-based Alcon, which had revenues of $7.18 billion last year, will become the second largest division within Basel, Switzerland-based Novartis once the deal closes, according to the company.
The company’s boards approved the merger in December. Novartis agreed to pay $168 per ACL share through a combination of its own shares and “a contingent value cash component,” according to a prepared statement from Alcon.
The deal comes after two years of Novartis share buys and a $28.3 billion deal with Nestlé S.A. for 156 million Alcon shares in August . That transaction increased Novartis’ share in the Huenenberg, Switzerland-based ophthalmic care company to 77 percent, up from 25 percent, and added five Novartis representatives to Alcon’s board. In October, Novartis used that leverage to replace Alcon’s CFO with its own financial chief, but representatives of Alcon’s minority shareholders, calling themselves the Independent Director Committee, continued to resist the merger. Later in October, Alcon’s board replaced its chairman with Novartis’ own board head.
Alcon in March reported full-year profits of $2.21 billion, or $7.27 per diluted share, on sales of $7.18 billion. That compares with profits of $2.01 billion, or $6.66 per diluted share, on sales of $6.50 billion in the previous year. The company reported profits of $521 million or $1.71 per diluted share, on sales of $1.81 billion during the three months ended Dec. 31. That compares with profits of $458 million, or $1.51 per diluted share, on sales of $1.72 million during the same period last year.
ACL shares were trading for $169.20, up about 0.5 percent in mid-morning trading. NVS shares were going for about $55.75, up about 0.3 percent.
