Swiss drugmaker Novartis is still seeking to buy out the minority shareholders of eyecare group Alcon with a lowball offer, now worth some $9.7 billion.
Here are some key facts about the deal:
• Novartis bought a 25% stake in Alcon for around $10.4 billion or $143 per share in 2008. It exercised an option to buy Nestle's remaining 52% stake in Alcon for $28.1 billion or $180 per share in January.
• Novartis made an offer at the same time to buy out Alcon's minority shareholders for 2.8 Novartis shares per Alcon share. That equates to around $9.7 billion at Friday's prices.
• This offer is equivalent to around $139 per Alcon share, compared with the average of $168 Novartis paid Nestle.
• Novartis says Swiss merger law applies to the deal as Alcon is incorporated in Switzerland, meaning Novartis does not have to pay minorities the same amount.
• Novartis says that under Swiss law it can push through the minorities deal once it takes majority control.
• Swiss mergers require approval of two-thirds of shareholders and a simple board majority.
• An independent committee of Alcon directors (IDC) has repeatedly dismissed Novartis' offer for the minorities as "grossly inadequate."
• Novartis has said it could replace the independent directors once it has secured its majority stake in Alcon.
• A law academic hired by the IDC has advised that approval from the independent directors is needed for a deal to go through.
• The IDC has set up a $50 million trust for litigation between Novartis and Alcon.
• Novartis has said it expects to get regulatory approval for the acquisition of the majority stake in either the late third quarter or fourth quarter.
• Novartis has said that with a 77% stake it could generate annual pre-tax cost synergies of around $200 million within three years.
• Attaining 100% ownership could result in additional annual pre-tax cost synergies of around $100 million within three years of closing the deal.
