Press Release: Novartis: Alcon files initial Form 20-F registration statement with SEC for proposed spinoff; plans investor days in New York and London

Novartis International AG / Alcon files initial Form 20-F registration

statement with SEC for proposed spinoff; plans investor days in New York

and London. Processed and transmitted by West Corporation. The issuer

is solely responsible for the content of this announcement.

Basel, November 13, 2018 - Novartis today announced that Alcon has filed

an initial Form 20-F registration statement with the US Securities and

Exchange Commission (SEC) in relation to the previously-announced

intention of Novartis to spin off its eye care division as an

independent, publicly-traded company. An application will be made to

list the shares in Alcon on the SIX Swiss Exchange (SIX) and the New

York Stock Exchange (NYSE) under the ticker symbol "ALC".

The initial Form 20-F outlines plans for a tax neutral 100% spinoff of

Alcon and includes a detailed overview of its business, strategy,

financials, competitive strengths and certain risk factors relating to

Alcon's business and the spinoff. Alcon leadership will focus on these,

among other topics, at Capital Markets Days for investors and analysts

in New York on November 27, 2018 and in London on December 4, 2018.

Earlier this year, Novartis said that the planned spinoff would better

position both Novartis and Alcon to capitalize on significant growth

opportunities and to focus resources on their respective businesses and

strategic priorities.

Vas Narasimhan M.D., CEO of Novartis, said: "As we progress towards the

spinoff we are confident in the potential of Novartis and Alcon as

separate companies to increase shareholder value. The transaction is

expected to support our transformation to become a more focused

innovative medicines company. For Alcon, it means more strategic focus

and flexibility to pursue compelling growth opportunities in eye care

devices, where it has the strongest portfolio and unmatched ability to

serve patients worldwide."

David Endicott, CEO of Alcon, said: "This important milestone shows the

planned spinoff of Alcon is firmly on track. We are closing in on a

unique opportunity to debut as the world leader in the large, attractive

and growing eye care devices sector. Our leadership, and the entire

Alcon team, is excited and motivated by the prospect of creating a new

company poised to deliver innovation that can truly help patients see

better. We look forward to creating a business with sustainable growth

for our shareholders based on important new products for our customers

and their patients."

Completion of the planned spinoff is subject to general market

conditions, receipt of necessary authorizations, tax rulings and

opinions, final endorsement by the Board of Directors of Novartis and

shareholder approval at the 2019 Novartis annual shareholder meeting. If

approvals are secured and conditions are met, the spinoff is expected to

be completed in the first half of 2019.

A copy of the initial Form 20-F can be found at

https://www.novartis.com/sites/www.novartis.com/files/alcon-20f-filing-2018.pdf

and will be available at www.sec.gov. The information in the initial

Form 20-F is not final and remains subject to change.

Disclaimer

This press release contains forward-looking statements within the

meaning of the United States Private Securities Litigation Reform Act of

1995, that can generally be identified by words such as "initial,"

"proposed," "plans," "intention," "strategy," "strengths," "will," "to

focus," "would," "planned," "strategic priorities," "expected," "growth

opportunities," "progress towards," "confident," "potential," "to become,

" "strategic focus," "compelling," "portfolio," "on track," "closing in,

" "to debut," "growing," "prospect," "poised," "look forward," "subject

to," "expectations," "future," "sustainable growth," or similar

expressions, or by express or implied discussions regarding the

potential completion of the announced spinoff of Alcon; regarding

whether the spinoff is in the best interests of shareholders, regarding

the future commercial performance of Novartis or of a stand-alone Alcon

company, or regarding any potential strategic benefits, synergies or

opportunities as a result of the spinoff; or by discussions of strategy,

plans, expectations or intentions. You should not place undue reliance

on these statements. Such forward looking statements are based on our

current beliefs and expectations regarding future events, and are

subject to significant known and unknown risks and uncertainties. Should

one or more of these risks or uncertainties materialize, or should

underlying assumptions prove incorrect, actual results may vary

materially from those set forth in the forward looking statements. There

can be no guarantee that the proposed spinoff will be completed in the

expected form or within the expected time frame or at all. Neither can

there be any guarantee that Novartis or a stand-alone Alcon company will

be able to realize any of the potential strategic benefits, synergies or

opportunities as a result of the spinoff or any related actions, within

any particular time frame, or at all. Nor can there be any guarantee

that shareholders of Novartis or Alcon will achieve any particular level

of shareholder returns. Neither can there be any guarantee that the

spinoff of Alcon will be in the best interests of shareholders, or that

the Group or any of its divisions, or a stand-alone Alcon company, will

be commercially successful in the future, or achieve any particular

credit rating or financial results. In particular, our expectations

could be affected by, among other things: an unexpected failure to

satisfy the required conditions to the proposed spinoff, or to obtain

the shareholder and other approvals needed to complete these actions, or

unexpected delays in meeting these requirements; the potential that the

strategic benefits, synergies or opportunities expected from the

proposed spinoff may not be realized or may take longer to realize than

expected; global trends toward health care cost containment, including

government, payor and general public pricing and reimbursement pressures

and requirements for increased pricing transparency; regulatory actions

or delays or government regulation generally; the inherent uncertainties

involved in predicting shareholder returns; the successful separation of

the Alcon business from the Novartis Group; potential adverse reactions

to the proposed transaction by customers, suppliers, strategic partners

or key Alcon personnel and potential difficulties in maintaining

relationships with such persons; the uncertainties inherent in the

research and development of new healthcare products, including clinical

trial results and additional analysis of existing clinical data; our

ability to obtain or maintain proprietary intellectual property

protection, including the ultimate extent of the impact on Novartis of

the loss of patent protection and exclusivity on key products which

commenced in prior years and will continue this year; safety, quality or

manufacturing issues, including withdrawal of products from the market;

uncertainties regarding actual or potential legal proceedings, including,

among others, actual or potential product liability litigation,

litigation and investigations regarding sales and marketing practices,

intellectual property disputes and government investigations generally;

uncertainties involved in the development or adoption of potentially

transformational technologies and business models; general political,

economic and trade conditions, including uncertainties regarding the

effects of ongoing instability in various parts of the world;

uncertainties regarding future global exchange rates; uncertainties

regarding future demand for our products; and uncertainties regarding

potential significant breaches of data security or data privacy, or

disruptions of our information technology systems; and other risks and

factors referred to in Novartis AG's current Form 20-F on file with the

SEC or in the initial Form 20-F filed by Alcon with the SEC. Novartis is

providing the information in this press release as of this date and does

not undertake any obligation to update any forward-looking statements as

a result of new information, future events or otherwise.

This press release is not an offer to sell, or a solicitation of an

offer to buy or sell, any securities of Novartis or, following the

proposed spinoff, of Alcon, and may not be relied upon in connection

with the purchase or sale of any such security. Should you wish to

invest in Alcon, you should do so solely on the basis of information

Alcon will file with the SEC at or around the time of the spinoff,

including the section "Risk Factors" included in the Form 20-F. The

information filed with the SEC will be available on the SEC's website at

www.sec.gov.

About Novartis

Novartis is reimagining medicine to improve and extend people's lives.

As a leading global medicines company, we use innovative science and

digital technologies to create transformative treatments in areas of

great medical need. In our quest to find new medicines, we consistently

rank among the world's top companies investing in research and

development. Novartis products reach nearly 1 billion people globally

and we are finding innovative ways to expand access to our latest

treatments. About 125 000 people of more than 140 nationalities work at

Novartis around the world. Find out more at www.novartis.com.

About Alcon

Alcon is the global leader in eye care devices. As a division of

Novartis, we offer the broadest portfolio of products to enhance sight

and improve people's lives. Our products touch the lives of more than

260 million people each year living with conditions like cataracts,

glaucoma, retinal diseases and refractive errors, and there are millions

more who are waiting for solutions to meet their eye care needs. Our

purpose is reimagining eye care, and we do this through innovative

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November 13, 2018 16:28 ET (21:28 GMT)