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Bär & Karrer Ltd.

BRANDSCHENKESTRASSE 90, 8027 ZÜRICH, SWITZERLAND
Tel:
Work +41 58 261 50 00
Fax:
Fax +41 58 261 50 01
Email:
Web:
www.baerkarrer.ch
Geneva, Lugano, Zug, Zurich

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Board of Directors of Novartis approves merger agreement with Alcon

December 2010

The Board of Directors of Novartis approved today the merger agreement with Alcon for a consideration totaling USD 12.9 billion. The 23% public Alcon shareholders (Novartis already holds 77% of Alcon of this NYSE-listed Swiss company) will receive on completion of the merger for each Alcon share up to 2.8 Novartis shares and a cash-settled put option. The pricing mechanism is defined in a way to assure that Alcon shareholders receive a value of USD 168 per Alcon share.

Alcon is the world’s largest and most profitable eye care company with more than 15,500 employees in 75 countries and 2009 annual sales of USD 6.5 billion, operating income of USD 2.3 billion and net income of USD 2.0 billion. Alcon offers pharmaceutical, surgical and consumer eye care products to treat diseases, disorders and other conditions of the eye.

Bär & Karrer assisted Novartis in planning and executing this going private transaction structured for the first time in the form of a Swiss merger, using a novel price cap/collar mechanism. The Bär & Karrer team was led by Rolf Watter and included Urs Kägi and Charlotte Wieser.


Information about Bär & Karrer

Bär & Karrer is a leading Swiss law firm with offices in all three language regions in Switzerland. It provides high-end legal advice to clients in complex transactions and litigation. Its clients range from multinational corporations to private individuals both in Switzerland and globally. Bär & Karrer 16 December 2010 2 Contact for press inquiries Eric Stupp, Bär & Karrer AG, Brandschenkestrasse 90, CH-8027 Zürich Tel: +41 58 261 50 00, E-mail: eric.stupp@baerkarrer.ch

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