Novartis’s $29.8 Billion Spin-Off of Alcon
April 10, 2019
On April 9, 2019, Novartis completed the spin-off of the Alcon eye care devices business into a separately-traded standalone company through a dividend-in-kind distribution to holders of Novartis shares and American Depositary Receipts (“ADRs”), with each holder receiving 1 Alcon share for every 5 Novartis shares or ADRs held on April 8, 2019. Cravath represented Novartis in connection with this transaction, which is valued at approximately $29.8 billion based on first day trading of Alcon Inc.
The Cravath team was led by partner D. Scott Bennett and included senior attorney Mark Mushkin and associates Yannick Adler, Adam G. DiSimine and Shu-en Wee on corporate matters; partners Stephen L. Gordon and J. Leonard Teti II and associates Arvind Ravichandran and Andrew L. Mandelbaum on tax matters; partners Mark I. Greene and Aaron M. Gruber on M&A matters; and partner Eric W. Hilfers and associates Matthew J. Bobby and Sally Ye on executive compensation and benefits matters. Cedrick M. Dalluge also worked on corporate matters.
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J.D., 2006, Emory University School of Law
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B.A., 2002, Duke University
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J.D., 2005, University of Virginia School of LawOrder of the Coif
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A.B., 1999, Princeton Universitywith Honors
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J.D., 1993, University of Pennsylvania Law School
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B.A., 1989, Cornell University
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J.D., 2007, Stanford Law SchoolOrder of the Coif
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M.Phil., 2004, University of CambridgeGates Cambridge Scholar
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B.S., 2003, Yale Collegesumma cum laude
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J.D., 1998, University of Chicago Law Schoolwith Honors
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A.B., 1995, Princeton University
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J.D., 2012, Harvard Law Schoolmagna cum laude
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M.A., 2009, University of Pennsylvania
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B.A., 2009, University of PennsylvaniaPhi Beta Kappa, summa cum laude
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J.D., 1981, Harvard Law Schoolcum laude
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A.B., 1978, Cornell Universitycum laude
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Deals & Cases
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Novartis’s $11.4 Billion Spin‑off of Sandoz
On October 4, 2023, Novartis announced the completion of the 100% spin‑off of the Sandoz business, a global leader in generic pharmaceuticals and biosimilars, into a separately traded independent company through the distribution of a dividend‑in‑kind by Novartis. Each Novartis shareholder will receive one Sandoz share for every five Novartis shares and each Novartis American Depositary Receipt (“ADR”) holder will receive one Sandoz ADR for every five Novartis ADRs. The transaction is valued at approximately $11.4 billion. Cravath represented Novartis as U.S. tax counsel in connection with the transaction.
Deals & Cases
March 23, 2016
Novartis AG Settles SEC FCPA Investigation into Use of Chinese Travel Agencies
On March 23, 2016, the SEC announced a settlement with Cravath client Novartis AG that ended an investigation concerning Novartis’s use of travel agencies in China. Pursuant to the settlement, Novartis agreed to pay $25 million to settle claims that it had violated the FCPA’s internal controls and books and records provisions, without admitting or denying the charges.
