UPDATE 2-Novartis inches towards closure of Alcon deal

* Alcon shareholders vote Novartis nominees to Alcon board

* Election gives Novartis majority on Alcon board

* U.S. clears deal, pending sale of cataract surgery drug
(Adds U.S. FTC clearance)

ZUG, Switzerland, Aug 16 (BestGrowthStock) – Swiss drugmaker
Novartis AG (NOVN.VX: ) moved another step closer to securing its
buyout of Alcon (ACL.N: ) after shareholders of the U.S. eye care
group elected Novartis-nominated directors to the Alcon board.

In addition, the U.S. Federal Trade Commission on Monday
approved the deal after requiring that Novartis sell to Bausch
& Lomb an injectable eye care drug used in cataract surgery.

Novartis is seeking to buy the remaining 23 percent of
Alcon after exercising an option earlier this year to buy
Nestle’s majority stake, which will bring its holding in Alcon
to 77 percent.

The election of the Novartis candidates means the drugmaker
will have a majority on the Alcon board, facilitating its
buyout of minority shareholders in the face of strong
resistance from Alcon’s independent director committee (IDC).

The IDC has repeatedly spurned Novartis’ offer for the
minority stake as “grossly inadequate” and is pressuring
Novartis to raise its offer. [ID:nLDE66Q0Y3]

Novartis has offered Alcon minority shareholders a stock
swap currently worth around $141 per Alcon share, below the
average price of $168 per Alcon share paid to Nestle and
Alcon’s share price of $156.

“We are not happy to talk about that,” Thomas Plaskett,
chairman of the IDC, said when asked what he would consider a
fair price, declining also to comment on whether the IDC was
currently in talks with Novartis.

The IDC has taken a number of steps to fight for a better
deal for the minority shareholders, including recently setting
up a $50 million litigation trust. [ID:nLDE667034]

“We hope we can arrive at a negotiated agreement, but if
not we have the trust in place and we can use it if we have
to,” Plaskett said Reuters after the Alcon extraordinary
general meeting on Monday.

Novartis has said its offer is fair and expects to be able
to push through its purchase of the remaining stake under Swiss
merger law, which requires the backing from of a simple board
majority and approval of two-thirds of shareholders for the
deal to go ahead.

The election of the five directors becomes effective once
Novartis has completed its purchase of the 52 percent stake
from Nestle.

The U.S. FTC said that because Novartis and Alcon are the
only two U.S. providers of a class of drugs known as injectable
miotics, it would require Novartis to sell the rights and
assets related to eye drug Miochol-E within 10 days of the
acquisition’s completion.
(Reporting by Katie Reid, additional reporting by Deena
Beasley in Los Angeles; Editing by Louise Heavens and Steve
Orlofsky)

UPDATE 2-Novartis inches towards closure of Alcon deal