Novartis is taking control of Alcon paying Nestlé $180/share for its 52% stake.

But far from being on the receiving end of the same rich offer, Alcon’s minority shareholders are being offered just $153 in stock. There is little they can do. Alcon is incorporated in Switzerland, like Novartis, so Swiss merger law applies. And that gives little protection to minority holders.

They can’t reject the bid if they don’t like it. Instead, the price only has to be "equitable" to shareholders in the two companies agreeing on the deal, in this case Novartis and Alcon. It needs approval by a simple majority of each company’s directors and two-thirds of shareholders. These will be formalities given Novartis will own 77%, including the Nestlé stake.

Full WSJ article


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