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Editorial

Bär & Karrer Advises Novartis and Alcon on the Spin-off of Alcon

April 2019 - Finance. Legal Developments by BÄR & KARRER LTD..

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Today, Novartis AG completed the spin-off of the Alcon eye care devices business, and Alcon Inc. debuted as independent publicly traded company. The Alcon shares were successfully listed on the SIX Swiss Exchange Ltd. and the New York Stock Exchange. They are also included in the Swiss Market Index (SMI), which comprises the 20 largest Swiss listed stocks.

The spin-off has been effected through a tax-neutral dividend-in-kind distribution of Alcon shares to holders of Novartis shares and ADRs that was previously approved by Novartis shareholders. It has been preceded by the complete legal and structural separation of the Alcon business into a standalone company through a series of transactions. Alcon is a global leader in eye care and the largest eye care device company in the world, with complementary businesses in surgical and vision care. In light of Alcon's market capitalization of more than CHF 28bn (at close of trading on SIX Swiss Exchange), it was the largest spin-off and listing on the SIX Swiss Exchange in a decade at least.

Bär & Karrer has acted as Swiss legal and tax advisor to Novartis and Alcon in the planning and implementation of this transaction. The team was led by Rolf Watter, Urs Kägi, Thomas U. Reutter and Susanne Schreiber and included Vera Naegeli, Nadina Duss, Annina Hammer, Frédéric Mancosu and Matthias Tanner (all Corporate and M&A), Daniel Raun and Annette Weber (both Capital Markets), Christoph Suter, Lukas Scherer, Matthias Bizzaro and Kerem Altay (all Tax), Roland Truffer and Alexander von Jeinsen (both Financing), Markus Wang (IP) and Laura Widmer (Employment).

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