Novartis claims law on its side in Alcon fight

The wrangling over Alcon's minority shareholders continues. Novartis announced that it has a Swiss legal expert on its side in the fight over a lower-than-desired buyout offer. Of course, Alcon's stubborn independent directors say they have a legal expert on their side, too, and maintain that the minority investors deserve a higher price.

Novartis bought Nestle's 77 percent stake in the eye care company in a two-stage deal. The Swiss drugmaker wants the remaining 23 percent too, and it offered those minority shareholders a stock-swap deal worth some $153 per share at the time. Thing is, Novartis paid Nestle around $168 per share--and the minority investors, represented by Alcon's independent directors committee (IDC) have been agitating for more.

Essentially, the IDC says Swiss law gives it the right to approve--or disapprove--the minority buyout. But Novartis' legal eagle says that's not true. "Merger transaction decisions must be made by the full board and cannot be subject to a veto right by a sub-set or committee of directors," said Peter Nobel, law professor at the University of Zurich, to Dow Jones.

- here's Novartis' release
- read the Dow Jones news
- see the story from Bloomberg
- check out the Reuters coverage