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Novartis announces merger proposal for Alcon

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HUENENBERG, Switzerland Novartis is looking to purchase the remaining shares in an eye care company.

The Swiss drug maker said that it wants to purchase remaining shares of Alcon, owned by Nestle S.A., at a weighted average price of $180 per share in cash.

The exercise is pursuant to an agreement between Nestle and Novartis that was executed on April 7, 2008. The option exercise is subject to regulatory approvals and covers approximately 156 million shares of Alcon held by Nestle, representing approximately 52% of Alcon's outstanding shares. Upon consummation of the purchase, Novartis would own an approximate 77% interest in Alcon.

Novartis also announced that it has submitted to the Alcon board of directors a proposal for a merger of Alcon with and into Novartis to be effected under Swiss merger law. Under the terms of the merger proposal, holders of the approximately 23% of Alcon shares that are publicly-traded would receive 2.8 Novartis shares for each Alcon share.

Based on the Novartis share price and U.S. dollar/Swiss franc exchange rates prior to the announcement, this would value each publicly-traded share of Alcon at approximately $153. The proposed merger would be contingent upon, among other things, approval by the Alcon board of directors, the closing of the purchase and sale transaction related to the Novartis option exercise as well as receipt of required regulatory approvals.

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