The Am Law Daily Names Keith Pagnani “Dealmaker of the Week”

December 17, 2010

On December 17, The Am Law Daily featured Mr. Pagnani as “Dealmaker of the Week” for his role in representing the independent director committee of Alcon directors in Novartis' $12.9 billion purchase of the 23 percent interest in the eye-care company that is does not already own. The transaction was announced on December 15. “The complex deal was more than two years in the making,” Am Law reported, tracing a path to signing that included an initial bid last January by Novartis offering a lower share price than what it had paid in two previous deals with Nestlé – too low for shareholders. S&C represented Alcon and its independent director committee in connection with the two prior Nestle/Novartis transactions pursuant to which Novartis acquired its 77 percent interest in Alcon. As Am Law observed, the deal was also complicated by the fact that normal U.S. and Swiss takeover laws did not apply to Alcon, which is incorporated in Switzerland but listed only on the New York Stock Exchange. Am Law also referenced a statement from The New York Times' Steven Davidoff (“The Deal Professor”), who wrote, “Resistance works…The creation of viable legal arguments challenging the offer will push acquirer to the table.” Mr. Pagnani told Am Law that protracted transactions can be risky. “Potentially, you could run into deal fatigue issues. Thankfully, we had an incredibly energetic independent director committee that really never lost its steam,” he said.