Alcon Inc. (NYSE:ACL) replaced its chairman with Novartis AG’s (NYSE:NVS) own board head in the latest maneuver in an ongoing acquisition battle between the two companies.
A group of independent directors representing Alcon’s minority shareholders has resisted Novartis’ proposed buyout and said the election of Dr. Daniel Vasella does not change its position relative to the proposed merger.
"Although Alcon has a new chairman, nothing has changed with respect to the [independent director committee]. Alcon’s organizational regulations clearly require the IDC’s prior recommendation before the Alcon board of directors can decide on any transaction between Alcon and Novartis. The IDC will continue to take all available and appropriate actions to ensure that this process is upheld and that the rights of Alcon’s minority shareholders are protected," IDC chairman Thomas Plaskett said in prepared remarks.
The IDC added that its composition and mandate remain unchanged despite the new board member. Novartis has maintained that the merger is in the hands of Alcon’s board, giving the independent directors no say in the matter.
Vasella has been a member of Alcon’s board since July 2008, when Novartis acquired its first 25 percent stake in Alcon. He replaces Cary Rayment, who remains on the board as vice-chairman. Rayment has been a member of the company’s board since May 2005, according to the company.
In August, Novartis became a majority stakeholder in Alcon after closing a deal with Nestlé S.A. (EUREX:NESN) for its stake in the the Huenenberg, Switzerland-based ophthalmic devices giant.
In a deal that saw Basel, Switzerland-based Novartis take another step towards a merger with Alcon, it paid $28.3 billion for 156 million shares of the company, which brought its stake to approximately 76 percent.
The board member swap is another move by Novartis in its two-year ongoing takeover fight for Alcon. In early October, Alcon named Robert Karsunky as its new CFO. He arrived from Novartis AG and succeeded Richard Croarkin, who was Alcon’s CFO since August 2007. Croarkin will keep his seat on Alcon’s executive leadership team until Nov. 30, easing the transition for Karsunky before returning to Nestlé.
