Novartis plans for Alcon spin-off on April 9, 2019

  • Alcon obtained approval for listing on SIX Swiss Exchange and New York Stock Exchange
  • Alcon will seek effectiveness of Form 20-F registration statement from the US Securities and Exchange Commission
  • Alcon will enter key Swiss SMI and SPI indices on first trading day
  • Alcon’s credit rating confirmed as investment grade (Baa2 by Moody’s Investor Service and BBB by S&P Global Ratings) in line with medtech peer group
  • Alcon has secured debt financing of USD 3.5 billion

Basel, March 22, 2019 - Novartis today confirmed that certain important conditions precedent for the 100% spin-off 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: 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 spin-off. 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 spin-off
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 spin-off, 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 spin-off. 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 spin-off 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 spin-off. 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".

Timeline for planned April 9, 2019 spin-off

Ex-dividend date (first day of trading Novartis shares and ADRs excluding the right to receive Alcon shares)
Listing and first day of trading of Alcon shares on the SIX (9.00am CET) and the NYSE (9:30am EST)
Inclusion of Alcon in the SMI and SPI Indices

          Summary description only; for more detail on the expected timeline for the spin-off, please refer to the Alcon Inc. Form 20-F and the Swiss listing prospectus, once available           ADR holders should consult with their intermediary or broker concerning the mechanics of owning Alcon Shares held in street accounts and the date as of which they can expect to begin trading Alcon Shares through their intermediary or broker           Shareholders should contact their bank, broker or other nominee for further information about their account and when they will be able to begin trading their Alcon shares           For details regarding the aggregation and sale of fractional shares, please refer to the Alcon Inc. Form 20-F and the Swiss listing prospectus, once available