Nestlé S.A. and Novartis AG announced today that they have reached an agreement pursuant to which Nestlé will sell 74 million of its shares of Alcon, Inc. (NYSE:ACL) common stock to Novartis in a cash transaction at a price of $143.18 per share. Once consummated, Novartis would own a minority stake in Alcon of approximately 25 percent of Alcon's outstanding shares, while Nestlé would remain Alcon's majority shareholder with approximately 52 percent of Alcon's outstanding shares. 

Nestlé and Novartis also announced that the agreement contains put and call option rights on the remaining Alcon shares owned by Nestlé, which commence on January 1, 2010 and expire on July 31, 2011. As outlined by the two parties, these rights grant (i) Novartis a call option to buy Nestlé's remaining Alcon shares at a fixed price of $181 per share and (ii) Nestlé a put option to sell its remaining Alcon shares to Novartis at the lower of Novartis's call price of $181 per share or at a 20.5 percent premium above the market price of Alcon shares, which will be calculated as the average price of Alcon shares during the week preceding the exercise date of the put option.

The agreement also provides for the expansion of the Alcon board of directors from eight to ten members, with one of the additional members designated by Nestlé and one designated by Novartis. The nominees for these additional board seats are James Singh, who is currently Nestlé's executive vice president and chief financial officer, and Daniel Vasella, M.D., who is chairman and chief executive officer of Novartis. Shareholders will vote on whether to expand the Alcon board and to elect these nominees at Alcon's upcoming Annual General Meeting which will be held on May 6, 2008 in Zug, Switzerland. Alcon distributed proxy materials to its shareholders on April 2, 2008, and it will distribute a new proxy form to shareholders incorporating these additional items. 

"I welcome Novartis as a minority investor, and I believe the agreement validates Alcon's leadership and bright future in the attractive and growing eye care market," said Cary Rayment, Alcon's chairman, president and chief executive officer. "It is also a testament to all of our employees who have been responsible for making Alcon the global leader in the eye care market."

The purchase and sale transaction is subject to regulatory approvals.