Novartis AG’s Spin-off Of Alcon Eye Care Devices Business

Bär & Karrer has acted as Swiss legal and tax advisor to Novartis and Alcon in the planning and implementation of this transaction.

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 advised Novartis and Alcon on this transaction with a team led by Rolf Watter, Urs Kägi, Thomas U. Reutter (picture) 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).

Involved fees earner: Kerem Altay – Bär & Karrer; Matthias Bizzaro – Bär & Karrer; Nadina Duss – Bär & Karrer; Annina Hammer – Bär & Karrer; Urs Kägi – Bär & Karrer; Frédéric Mancosu – Bär & Karrer; Vera Naegeli – Bär & Karrer; Daniel Raun – Bär & Karrer; Thomas Reutter – Bär & Karrer; Lukas Scherer – Bär & Karrer; Susanne Schreiber – Bär & Karrer; Christoph Suter – Bär & Karrer; Matthias Tanner – Bär & Karrer; Roland Truffer – Bär & Karrer; Alexander von Jeinsen – Bär & Karrer; Markus Wang – Bär & Karrer; Rolf Watter – Bär & Karrer; Annette Weber – Bär & Karrer; Laura Widmer – Bär & Karrer;

Law Firms: Bär & Karrer;

Clients: Alcon Inc; Novartis;

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