Novartis AG (NYSE:NVS) is now a majority stakeholder in Alcon Inc. (NYSE:ACL), after closing a deal with Nestlé S.A. (EUREX:NESN) for its stake in the Swiss ophthalmic care company.
In a deal that Basel, Switzerland-based Novartis sees as step towards a merger with Alcon, it paid $28.3 billion for 156 million shares of the company, bringing its share to 77 percent.
Representatives of Alcon’s minority shareholders have resisted a merger, however. The company’s Independent Director Committee said the purchase does not impact the their position with respect to Novartis’ merger proposal.
The acquisition hinges on Novartis’ completion of the stock deal with Nestlé, but Alcon’s minority shareholders aren’t happy with the terms of the deal.
The Huenenberg, Switzerland-based company’s positive second quarter results prompted its IDC to push Novartis to up its bid for the majority stake in the company, but with the newly completed deal’s numbers remaining the same, the minority shareholders are holding out.
"We look forward to negotiating a deal that affords fair value to Alcon’s minority shareholders. An agreed transaction is in the best interests of all stakeholders and is clearly preferable to protracted litigation, which would delay critical steps in the integration process. However, we are ready to defend the rights of Alcon and its minority shareholders if Novartis refuses to negotiate a fair deal," IDC chairman Thomas Plaskett said in a prepared statement.
Under the terms of the Novartis deal with Nestlé, Novartis now has five representatives on Alcon’s board, which, according to Alcon, represents a conflict of interest for the proposed merger.