Novartis exercises option and proposes merger

Dear Colleagues,
I want to tell you about two things that happened today. First, as has been expected for several months
now, Novartis AG exercised its option to purchase Nestle’s remaining approximately 52% stake in Alcon.
This action is the second phase of an agreement announced on April 7, 2008, when Novartis purchased a
minority interest in Alcon by acquiring just under 25% of Alcon’s shares from Nestle. If the transaction
receives the required approvals of regulatory authorities, Novartis would become the majority owner of
Alcon, with about 77% of Alcon’s shares.
Second, Novartis announced the submission of a proposal for a merger of Alcon into Novartis to the
Alcon board of directors. Under the terms of the merger proposal, Novartis would exchange 2.8 Novartis
shares for each Alcon share of publicly traded stock (approximately 23% of the total shares). Based on
the Novartis share price and the exchange rate prior to the announcement, this would value each publicly-
traded share of Alcon at approximately $153 currently, although this is subject to change as the Novartis
share price and exchange rates fluctuate. The proposed merger would be contingent upon a few things,
including approval by the Alcon Board of Directors, regulatory approval and completion of the majority
ownership transaction between Novartis and Nestle.
The Independent Director Committee, composed of Alcon’s three independent board members, was
formed in 2008 in connection with Novartis’ initial purchase of approximately 25% of the Alcon shares
from Nestle, to evaluate transactions such as Novartis’ proposed merger. This committee will determine if
the proposed merger is in Alcon’s best interests and will respond after fully evaluating it. The committee
has engaged its own independent advisors in connection with this evaluation.
I believe the decision Novartis made in 2008 to acquire Nestle’s stake in Alcon and its merger proposal
were each based on the strength of our position as the clear leader in eye care and our future potential for
growth. The ophthalmic market is very attractive because of the aging global demographics and unmet
medical needs that will drive demand for our products. Our market-leading positions in key therapeutic
areas provide us with a solid foundation to support steady growth. And we have reinvigorated our
research process with several important deals this year that open up even more opportunities for growth
in the future. All of this positions Alcon for sustained leadership and growth well into the future. We have
the best people, products, commercial capability and geographic reach in the industry and our products
add great value to doctors and patients.
I know you will have many questions in the coming weeks and months. However, because this process
involves strict legal restrictions on the companies involved, limiting disclosure to publicly available
information. This will restrict our ability to communicate while the deal is being reviewed. Rest assured,
though, that I am committed to communicating with you, and will do my best to keep you informed of
developments. You are also encouraged to read the Alcon press release, the Independent Director
Committee press release and the Novartis press release online.
Please remember that unless and until the proposed transactions are approved and completed, Alcon
and Novartis continue to operate as independent companies and competitors in the marketplace. Any
and all communications with Novartis personnel relating to this transaction and proposed merger prior to
completion of the regulatory approval process must first be cleared with our global legal department
Regardless of the outcome of the Novartis’ option exercise and discussions regarding the merger
proposal, Alcon will maintain a strong and vibrant business. You will read many news reports in the
coming weeks and months discussing or speculating about these deals. I encourage you to remain
focused on our global strategic priorities and the 2010 Alcon corporate objectives, which will be released
later this month. Especially in this time of change, your focus on what has made us a great company will
help ensure Alcon’s continued success.
Thank you for all you do to make Alcon the world’s leading eye care company.
Respectfully,
Kevin Buehler
President & CEO