A&O, Cravath seal Nestle’s $39bn Alcon sale

Allen & Overy (A&O) and Cravath Swaine & Moore have landed plum roles in Nestle’s sale of eye care company Alcon in a two-step mega-deal worth up to $39bn (£19.5bn).

Cravath called on New York-based corporate partners Alan Stephenson and Robert Townsend to advise Nestle, while A&O New York partners Daniel Cunningham and Eric Shube turned out for the buyer, pharmaceutical giant Novartis.

Shube said: “From a US lawyer’s perspective this is obviously a highly significant
transaction, and at $39bn is the largest deal done in the US since 2006.”

The transaction will see Novartis pay $11bn (£5.5bn) for a 25 per cent stake in Alcon, to be completed in the latter half of 2008.

Nestle will then have the option of selling the rest of its controlling stake to Novartis for around $28bn (£14bn) between January 2010 and July 2011.

Novartis also received legal advice from Heller Ehrman on US antitrust issues and Baer Karrer on Swiss law. Nestle used Howrey on antitrust matters and Homburger on Swiss Law.

Alcon turned to Sullivan & Cromwell for advice on the sale, with New York M&A partner Keith Pagnani leading alongside corporate associate Catherine Ying. London partner John Hardiman advised on litigation matters while New York partner Steven Holley advised on antitrust matters.

Nestle has a longstanding relationship with Cravath. The firm was instructed in 2002 when Nestle subsidiary Alcon listed on the New York Stock Exchange. Cravath partner Alan Stephenson also offered advice in 2002 when Nestle bought all remaining shares in pet food company Ralston Purina in 2001.