Novartis Sets Date for Alcon Spinoff

Novartis confirmed that certain important conditions precedent for the 100 percent spinoff of the Alcon eye care business have been met, including receipt of certain necessary authorizations and rulings. Completion of the transaction, by way of a distribution of a dividend in kind to Novartis shareholders and ADR (American Depositary Receipt) holders, is expected to be on April 9, 2019. In the distribution, each Novartis shareholder will receive 1 Alcon share for every 5 Novartis shares/ADRs they hold on April 8, 2019, close of business.
 
Approval has been given, subject to customary conditions, by the SIX Exchange Regulation for the listing of the shares of Alcon Inc. on the SIX Swiss Exchange (SIX) pursuant to the International Reporting Standard. Authorization has also been received for the listing of shares in Alcon Inc. on the New York Stock Exchange (NYSE).
 
Alcon will seek effectiveness of the Alcon Inc. Form 20-F registration statement from the US Securities and Exchange Commission (SEC). The Alcon Inc. 20-F registration statement is available at www.sec.gov and can also be accessed at the following link after its publication with the SEC: https://www.novartis.com/sites/www.novartis.com/files/alcon-20f-filing-2019.pdf.
 
Shares in Alcon Inc. are expected to be listed and traded from April 9, 2019 on the SIX and the NYSE under the ticker symbol “ALC”. Alcon will also be included in both the Swiss Market Index (SMI) and Swiss Performance Index (SPI) from the first day of trading, as recently announced by the SIX.
 
Alcon has secured debt financing of USD 3.5 billion through a group of banks. The Alcon credit rating will be investment grade following the spinoff. Moody’s Investor Service and S&P Global Ratings have rated Alcon at Baa2 and BBB, respectively, with a stable outlook.
 
Bank of America Merrill Lynch and UBS AG are advising Novartis on the transaction.
 
Important Information about the Alcon Spinoff 
Shares of Novartis will continue to trade on the SIX under the symbol “NOVN”. Any holders of Novartis shares who sell them prior to the close of trading on April 8, 2019 will also be forfeiting their right to receive Alcon shares in the distribution. Novartis ADRs will continue to trade “regular-way” on NYSE under the symbol “NVS”. Any holders of Novartis ADRs who sell them “regular-way” prior to the close of trading on April 8, 2019 will also be forfeiting their right to receive Alcon shares in the distribution.
 
Between the ADR record date of April 1, 2019 and through April 10, 2019, Novartis ADR holders cannot convert their Novartis ADRs into Novartis ordinary shares and vice versa.
 
As opposed to a typical US domestic spinoff, and in order to align trading between the Swiss and US markets, there will be no “ex-distribution” trading of Novartis ADRs, nor “when-issued” trading of Alcon shares, prior to the spinoff. Shareholders will not have the ability to trade Novartis ADRs ex-dividend on the NYSE during the period between the day before the ADR record date and the spinoff completion date and will not have the ability to trade Alcon on a “when-issued basis” on either the SIX or the NYSE prior to the spinoff. Beginning on April 9, 2019, shareholders will be able to trade Alcon shares in the regular-way market on both the SIX and NYSE under the symbol “ALC”.