Alcon’s Merger with Novartis

On December 15, 2010, Alcon, Inc. announced that its board of directors approved a merger agreement with Novartis AG, whereby Novartis will pay merger consideration valued at $168 per share for the Alcon shares it does not currently own. The transaction is valued at approximately $12.9 billion. Cravath represented Alcon in connection with this transaction. Under the terms of the deal, the merger consideration will be comprised of a combination of Novartis shares and, if necessary, a cash contingent value amount that will cause the aggregate merger consideration to equal $168 per share. The merger will be effected under Swiss merger law and is expected to be completed during the first half of 2011.

The Cravath team included partner George E. Zobitz and associates Andrew R. Bonnes and Juliana Han on corporate matters; partner Andrew W. Needham and associates Louis K. Rosner and Peter R. Ternes on tax matters; and partner Eric W. Hilfers and associate Lori Diamond Goodman on executive compensation and benefits matters.