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Novartis 

 

2006/12/14 Nestle

Nestle to Acquire Novartis Medical Nutrition, Moving Toward Nutrition, Health and Wellness

As a part of its continuing efforts to reinforce the Group's leading position in nutrition, Nestle has agreed to acquire the entire medical nutrition business of Novartis for a total amount of USD 2.5 billion. The move propels Nestle into a strong number two position in the fast growing and profitable healthcare nutrition segment, where so far Nestle played only a minor role. Through this acquisition Nestle also strengthens its existing R&D capability, helping to accelerate the growth of the nutrition business.


日本経済新聞 2006/12/15

医療用食品でネスレは世界5位でNovartisは2位。今回の買収でネスレのシェアは25%となり、最大手でシェア30%の米アボット・ラボラトリーズに次ぐ2位に浮上する。

 


April 07, 2008 Novartis

Novartis to further strengthen its healthcare portfolio by acquiring 25% stake in Alcon from Nestlé with right to take over majority ownership of the world leader in eye care

アルコンは1945年に米テキサス州で薬局として創業し、点眼薬やコンタクトレンズケア商品など眼科分野の最大手メーカー。78年にネスレが買収し、77%の株式を保有する。

  その後

  Novartis、アルコン株の77%を取得 http://www.novartis.co.jp/news/2010/pr20100831.html

  Novartis株主総会、アルコン統合を承認 http://www.novartis.co.jp/news/2011/pr20110411.html

 


Nov 3, 2009 Reuters

Novartis invests $1 bln in China R&D plant

* Emphasises importance of emerging markets
* Invests further $250 mln in second plant

Swiss drugmaker Novartis AG is investing $1 billion to build the largest pharmaceutical research plant in China, emphasising the importance of developing markets for future growth.

Novartis and other drugmakers are keen to tap into markets such as China as they face slowing growth and loss of exclusivity on key products, including the Swiss group's top-selling blood pressure medicine Diovan. Novartis said it was also investing $250 million in a second research and development and manufacturing facility in Changshu
江蘇省常熟市.

The Switzerland-based drug maker launched an integrated biomedical R&D center in Shanghai's Zhangjiang Hi-Tech Park 張江ハイテクパーク two years ago and has already invested US$100 million in the center. The primary research at the center covers cancer as well as innovative chemistry and biomarket.

The company aims to deepen cooperation with Shanghai and build the R&D center into China's largest integrated bio-pharmaceutical R&D center by next year, said the English-language news paper.

Novartis has teamed up with the Institute of Biomedical Science of Fudan University
復旦大学 for cancer research in 2008.

Novatis' China sales jumped 29% from a year ago to RMB 3.3 billion last year, accounting for nearly 8% of its global sales.


November 11, 2013 Novartis

Novartis announces divestiture of its blood transfusion diagnostics unit to Grifols

Novartis announced a definitive agreement to divest its blood transfusion diagnostics unit to Grifols for USD 1.675 billion. This transaction, requiring customary regulatory approvals, is expected to be completed in the first half of 2014.

"The sale of the Novartis blood transfusion diagnostics unit enables us to focus more sharply on our strategic businesses while providing Grifols with a platform for global expansion," said Joseph Jimenez CEO of Novartis. "I am especially pleased that the agreement with Grifols provides our associates with an opportunity to join a company that will focus on growing this business aggressively."

Acquired in 2006 as part of Chiron, the blood transfusion diagnostics unit has formed part of Novartis Vaccines and Diagnostics. The blood transfusion diagnostics unit is dedicated to increasing transfusion safety worldwide with nucleic acid testing, blood testing products and immunoassay reagents that detect infectious disease. Headquartered in Emeryville, California, its net sales in 2012 were approximately USD 565 million. Not included in the sale is the Novartis companion diagnostics unit that is integrated into the pharmaceuticals business, nor the Genoptix business, as these are closely linked to the pharmaceuticals pipeline.

Headquartered in Barcelona, Spain, Grifols is the world's third largest producer of plasma-derived therapies.

Grifols is a global healthcare company whose mission is to improve the health and well being of people around the world. We accomplish this mission by producing life-saving protein therapies for patients and by providing hospitals, pharmacies and healthcare professionals with the tools they need to deliver expert medical care.

We have three primary divisions -- Bioscience, Diagnostic and Hospital – which develop, produce and market our innovative products and services to medical professionals in more than 90 countries around the world.

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As of 2006, Chiron, Corp. was acquired by Novartis.
Chiron operates as a biopharmaceutical company in blood testing, vaccines, and biopharmaceuticals segments. The Blood Testing segment develops and sells nucleic acid testing (NAT) products to screen blood, plasma, organs, and tissue for viral infection. It has an alliance with Gen-Probe Incorporated for NAT products. This segment also provides immunodiagnostic tests to detect retroviruses and hepatitis viruses in blood in collaboration with Ortho-Clinical Diagnostics, Inc.

 


April 22, 2014  Novartis

Novartis announces portfolio transformation, focusing company on leading businesses with innovation power and global scale: Pharmaceuticals, Eye Care and Generics

Transactions improve Novartis' financial strength going forward

Basel, April 22, 2014 - Novartis announced today that it has reached a definitive agreement with GlaxoSmithKline plc (GSK) to exchange certain assets, building global leadership in key segments and focusing the company's portfolio. Under the agreement, Novartis would strengthen the company's innovative pharmaceuticals business by acquiring GSK oncology products, and would divest Vaccines (excluding flu) to them. The two companies would also create a joint venture, combining their consumer divisions to create a world-leading consumer healthcare business. Separately, the company announced a definitive agreement with Eli Lilly and Company (Lilly) to divest the Animal Health Division, further focusing its portfolio on the leading businesses of innovative pharmaceuticals, eye care and generics.

"The transactions mark a transformational moment for Novartis. They focus the company on leading businesses with innovation power and global scale. They also improve our financial strength, and are expected to add to our growth rates and margins immediately," said Joseph Jimenez, CEO of Novartis. "We have also created a world-leading consumer healthcare business in our joint venture with GSK. We believe the divestment of our smaller Vaccines and Animal Health Divisions will enable us to realize immediate value from these businesses for our shareholders, and those divisions will benefit from being part of large, global businesses that are also leaders in their segments. Patients will benefit from even higher levels of innovation that this focus may afford. Looking ahead, this positions Novartis well for future healthcare industry dynamics."

Deal terms and financials

Acquisition of GSK oncology products
Novartis has agreed to acquire GSK oncology products for a USD 14.5 billion payment and up to USD 1.5 billion contingent on a development milestone. Under the terms of the transaction, Novartis would have opt-in rights to GSK's current and future oncology R&D pipeline.

Divestment of Vaccines to GSK
Novartis has agreed to divest its Vaccines business to GSK, currently excluding its flu business, for USD 7.1 billion plus royalties. The USD 7.1 billion consists of USD 5.25 billion upfront and up to USD 1.8 billion in milestones. As a part of a value-maximization strategy in the context of the portfolio review, Novartis has initiated a separate sales process for its flu business.

Combination of Novartis OTC with GSK Consumer Healthcare in a joint venture
Novartis and GSK have agreed to create a world-leading consumer healthcare business through a joint venture between Novartis OTC and GSK Consumer Healthcare. Upon completion, Novartis will own a 36.5% share of the joint venture and will have four of eleven seats on the joint venture's Board. Furthermore, Novartis will have customary minority rights and exit rights at a pre-defined, market-based pricing mechanism.

Divestment of Animal Health Division to Lilly
In a separate transaction, Novartis has agreed to divest its Animal Health Division to Lilly for approximately USD 5.4 billion. This transaction is the result of a competitive process, which upon completion would create a leading animal health business under Lilly's ownership and would optimize the value of the asset in the interest of Novartis shareholders.

The overall financing for Novartis' obligations in the transactions is planned to be provided through a combination of excess liquidity at the time of closing, short-term financing instruments and limited new bond issues if needed.

Novartis continues to be committed to a double-A credit rating.

The elements of the transaction with GSK are inter-conditional and subject to approval by GSK shareholders. All transactions are subject to closing conditions, including anti-trust approvals. The Novartis Board unanimously believes that the transactions with GSK and the transaction with Lilly are in the best interests of Novartis and the Novartis Shareholders as a whole. The transaction with Lilly is expected to close by the end of the first quarter of 2015 and the transaction with GSK is expected to close during the first half of 2015.

Substantial exceptional gains are expected for the divested businesses at the time when the respective transactions close. Further details on the discontinuing operations classification will be provided during the second quarter of 2014.

2013 actual net sales results of Novartis' Vaccines (including flu) were approximately USD 1.4 billion[2]. Net sales of OTC were USD 2.9 billion and Animal Health were USD 1.1 billion.

Building leading businesses with enhanced innovation for patients

Novartis' acquisition of GSK oncology products is expected to further reinforce its leading Oncology business and improve the growth profile of the combined portfolio. Novartis has one of the industry's largest and most robust oncology pipelines, with more than 25 new molecular entities targeting key oncogenic pathways and 24 pivotal trials underway exploring 16 new products and indications. The addition of the GSK products is expected to expand Novartis' position in targeted therapies and small molecules.

Based on the depth and breadth of Novartis' R&D capabilities, it is anticipated that Novartis will be able to optimize these compounds. In particular, Novartis' scale in oncology development and commercial capabilities would additionally create the potential to optimize the launch of these two recently approved products for metastatic melanoma, Tafinlar®, a B-RAF inhibitor, and Mekinist(TM), a MEK inhibitor, positioning Novartis as the leader in treating melanoma. Votrient®, a VEGFR inhibitor for renal cell carcinoma, is also expected to reach more patients in our hands. Votrient has shown significant efficacy as first-line treatment for renal cancer, and also has potential for the adjuvant setting. Additional products included in the transaction include Tykerb® for HER2+ metastatic breast cancer, Arzerra® in chronic lymphocytic leukemia, and Promacta® for thrombocytopenia. Novartis will have opt-in rights for GSK's current and future oncology R&D pipeline, which could be a source of new compounds and new targets. Sales of the acquired GSK oncology products in 2013 were approximately USD 1.6 billion[3].

The joint venture of Novartis OTC and GSK Consumer Healthcare would establish a global consumer healthcare leader with approximately USD 10 billion in annual sales, and leading positions in four key OTC categories - Wellness, Oral Health, Nutrition and Skin Health. The joint venture would have several strong brands with almost half of the sales derived from brands larger than USD 300 million in annual revenue. The geographic footprint would span all regions, with scale and commercial presence in the developed world as well as in key emerging markets, such as Brazil, China, Mexico and Russia.

Novartis Vaccines would become part of a world leader in the vaccines segment, under GSK's ownership. The combined business is expected to have a compelling position in pediatric and meningitis franchises. GSK's position in the market is further likely to strengthen the commercial launch power behind Bexsero®. In addition, GSK has the capacity to fully fund the vaccines pipeline to potentially expand the R&D efforts of the rich vaccines pipeline portfolio.

Delivers compelling value for shareholders

The acquisition of GSK oncology products is projected to drive top-line growth and creates value by leveraging Novartis' strong development and commercial capabilities, as well as providing access to additional innovative therapies.

The formation of a world-leading consumer healthcare business with GSK allows us a significant share of the value created in this attractive business segment due to scale, complementary product portfolio and geographic footprint. Novartis' share of the joint venture would reflect the full value of Novartis' OTC Division.

The terms of the divestment of the Vaccines business would maximize the value of its pipeline, including Bexsero.

The divestment of Animal Health would recognize the full value of the business.

The transactions are expected to improve Novartis' sales and core operating income growth rates, while improving margins[1]. Each of the transactions is projected to be value creating.

These transactions represent a transformation for Novartis. We have leading positions in our core businesses in high-growth segments of healthcare. This will enable us to continue to build the world's most respected and successful healthcare company. Our strategic focus on science-based innovation and our global scale position the company well to meet the changes in the healthcare industry for the coming decade and beyond.


2016/11/22

Novartis、米Selexys Pharmaceuticalsを買収

欧州2位の製薬会社、スイスのNovartis AGは同業の米Selexys Pharmaceuticals Corp.を最大665百万ドルで買収した。Selexys が開発を進める遺伝性血液疾患の治療薬を得るため、2012年に合意していた買収実施の権利を行使した。

Selexys が試験薬「SelG1」が鎌状赤血球病(sickle cell disease)の合併症を抱える患者への治療に有効であることを示す有望な試験データを公表したのを受け、買収実行を決めた。


Oct 30, 2017


Novartis announces the planned acquisition of Advanced Accelerator Applications to strengthen oncology portfolio


Novartis to acquire Advanced Accelerator Applications pending outcome of tender offer and works council consultation
Acquisition would add Lutathera®, a first-in-class RadioLigand
放射性リガンドTherapy (RLT) approved in Europe and under review in the US for neuroendocrine tumors (NETs)
Integration of Advanced Accelerator Applications would build on Novartis' expertise in diseases associated with NETs and introduce a new technology platform to Novartis providing an innovative approach to treating cancer
Advanced Accelerator Applications would bring to Novartis an expanded pipeline of RLT programs with significant sales potential, including 177Lu-PSMA-R2 entering Phase 1/2 for prostate cancer

リガンド(ligand)とは、特定の受容体(receptor; レセプター)に特異的に結合する物質


Novartis announced today, that it has entered a memorandum of understanding with Advanced Accelerator Applications (AAA) under which Novartis intends to commence a tender offer for 100% of the share capital of AAA subject to certain conditions. Advanced Accelerator Applications is a radiopharmaceutical company that develops, produces and commercializes Molecular Nuclear Medicines including Lutathera® (177Lu-DOTATATE), a first-in-class RLT product for neuroendocrine tumors
神経内分泌腫瘍(NETs). Radiopharmaceuticals, such as Lutathera, are unique medicinal formulations containing radioisotopes which are used clinically for both diagnosis and therapy. The transaction would strengthen Novartis' oncology presence with both near-term product launches as well as a new technology platform with potential applications across a number of oncology early development programs.

"Novartis has a strong legacy in the development and commercialization of medicines for neuroendocrine tumors where significant unmet need remains for patients," said Bruno Strigini, CEO, Novartis Oncology. "With Lutathera we can build on this legacy by expanding the global reach of this novel, differentiated treatment approach and work to maximize Advanced Accelerator Applications broader RLT pipeline and an exciting technology platform."

Lutathera was approved in Europe in September 2017 for the treatment of unresectable or metastatic, progressive, well differentiated (G1 and G2), somatostatin receptor positive gastroenteropancreatic neuroendocrine tumors (GEP-NETs). Lutathera is under review in the U.S. with a Prescription Drug User Fee Act (PDUFA) date of January 26, 2018.

The efficacy and safety of Lutathera were established in the pivotal Phase III trial known as NETTER-1. The primary endpoint of the study was progression free survival with secondary endpoints including objective response rates, overall survival, safety and tolerability. The study met its primary endpoint with Lutathera achieving statistically significant and clinically meaningful 79% reduction in risk of disease progression or death compared to the control therapy (hazard ratio 0.21, 95% confidence interval: 0.13-0.33, p<0.0001). At the time of study publication in the New England Journal of Medicine (January 2017), median PFS in the control arm was 8.4 months and had not yet been reached in the Lutathera arm.

In addition to Lutathera, AAA brings a broad set of skills in developing, manufacturing and commercializing radiopharmaceuticals, including the companion diagnostics for Lutathera (NETSPOT® and SomaKit TOC(TM)). AAA had sales of EUR 109 million in 2016.

Transaction Details
Under the terms of the memorandum of understanding, which has been approved by AAA's Board of Directors, Novartis will make a cash offer of USD 41 per ordinary share of AAA and USD 82 per American Depositary Share (each representing 2 ordinary shares of AAA) subject to certain conditions. This offer values AAA's equity at USD 3.9 billion.

The transaction to acquire AAA is planned to be fully funded through external short- and long-term debt.

Novartis will commence a tender offer upon completion of works council consultation and AAA's Board of Directors recommending the tender offer to AAA shareholders. The senior management and Directors of AAA have, in their capacity as shareholders of AAA, undertaken to tender their shares into the proposed tender offer. The transaction is additionally subject to (i) the valid tender pursuant to the tender offer of ordinary shares (including ordinary shares in the form of American Depositary Shares) of AAA representing at least 80% of the outstanding ordinary shares on a fully diluted basis and (ii) receipt of customary transactional regulatory approvals and other customary closing conditions.


2018/6/29

Novartis、眼科分野子会社 Alcon を分離・上場

欧州製薬最大手のNovartis(スイス)は6月29日、眼科分野の子会社Alconをグループから分離すると発表した。2019年前半にスイス証券取引所とニューヨーク証券取引所に上場させる。時価総額は250億ドル以上とみられている。

Alconは業績が伸び悩んでおり、自社で再建するか株式の上場や売却で切り離すかを検討していた。Novartisは発表文で「100%の分離が株主の利益とNovartisの戦略にとって最適だ」と述べた。眼科用の医療用医薬品はNovartis本体に残す。

Alconはコンタクトレンズや眼科手術用の医療器具の世界大手。分離後のAlconの売上高は約70億ドルで従業員は2万人以上の規模になる。Novartisは2011年にNlestle(スイス)からアルコンを買収したが、不振が続いていた。

Novartisは3月、一般用医薬品(大衆薬)合弁事業を合弁相手の英製薬大手 GlaxoSmithKline に売却するなど、医療用医薬品に経営資源を集中させている。

Novartisは同日、50億ドルの自社株買いを実施することも発表した。19年末までに終える。

2014/4/25 Novartis、GSKとの取引等で事業再編 

Novartisは4月22日、大規模な事業再編を発表した。

GlaxoSmithKline (GSK) から抗がん剤製品群を買収するとともに、大衆薬事業はGSKの事業と統合し、GSK主体のJVとする。更にインフルエンザ以外のワクチン事業をGSKに売却する。
これとは別にインフルエンザワクチンの売却を進めており、動物薬事業はEli Lillyに売却する。

これにより、Novartisは事業を医薬品、Eye care製品、Generics の3つに絞り込む。

Novartisは1997年にSandoz とCiba Geigyが統合して設立された。

Sandozの化学品は1995年にClariantとして、Ciba Geigyの化学品は1997年にCiba Specialtyとして、それぞれ独立している。
種子事業は2000年にAstraZenecaの農薬部門から独立したSyngentaに売却した。

このほか、2007年に医療用栄養食品のMedical Nutrition とベビーフードのGerberをNestleに売却している。
逆に、NestleからEye care 製品(医薬品、手術製品、コンタクトレンズ、OTC製品)のAlconを買収した。(2008年に25%、2010年に52%で、合計77%)

 

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Jun 29, 2018

Novartis announces intention to seek shareholder approval for 100% spinoff of Alcon eye care devices business; initiates share buyback of up to USD 5 bn

Alcon strategic review concludes that 100% spinoff in best interest of shareholders and consistent with the Novartis strategy of focusing as a medicines company
Planned spinoff would create world leading eye care devices company
The Alcon ophthalmology pharmaceuticals portfolio will remain with Novartis, further strengthening its leading ophthalmology pharmaceuticals business
Transaction expected to be tax neutral to Novartis and subject to general market conditions, tax rulings and opinions, final Board endorsement and shareholder approval at the AGM in February 2019; completion expected in H1 2019
Alcon CEO Mike Ball to become Chairman-designate; COO, David Endicott promoted to Alcon CEO, both appointments effective July 1, 2018
Alcon would be incorporated in Switzerland; with Fort Worth continuing to be a key location. Listings planned on SIX Swiss Exchange and New York Stock Exchange
Share buyback of up to USD 5 bn planned to be executed by end 2019, in line with capital allocation priorities highlighting confidence in top line growth and margin expansion

Novartis today announced its intention to spinoff Alcon, its eye care division, into a separately-traded standalone company. The planned spinoff would enable Novartis and Alcon to focus fully on their respective growth strategies. Completion of the transaction is subject to general market conditions, tax rulings and opinions, final Board of Directors endorsement and shareholder approval at the 2019 AGM in line with Swiss corporate law.

Novartis also announced that it will initiate a share buyback of up to USD 5 billion to be executed by the end of 2019. This action is planned to be largely funded through the proceeds of the divestment to GSK of the consumer health joint venture stake, net of the AveXis acquisition payments.

Joerg Reinhardt, Chairman of Novartis, said: "Our strategic review examined all options for Alcon ranging from retention, sale, IPO to spinoff. The review concluded that a spinoff would be in the best interests of Novartis shareholders and the Board of Directors intends to seek shareholder approval for a spinoff at the 2019 AGM. This transaction would allow our shareholders to benefit from potential future successes of a more focused Novartis and a standalone Alcon, which would become a publicly traded global medtech leader based here in Switzerland."

When Novartis acquired Alcon in 2011, the business included surgical, vision care and ophthalmic pharmaceuticals. In January 2016, Novartis began the process of creating two best-in-class businesses with the transfer of Alcon's ophthalmic pharmaceuticals to the Novartis Innovative Medicines Division. The leading ophthalmology pharmaceuticals business will continue to develop as part of Novartis, with 2017 sales of USD 4.6 billion and the potential blockbuster medicine RTH258 (brolucizumab) in development for neovascular AMD and diabetic macular edema. The Alcon Division is now fully focused on surgical and vision care, and continues to be the global leader in eye care devices.

Vas Narasimhan M.D., CEO of Novartis, said: "We continue to execute our strategy to focus Novartis as a leading medicines company. Alcon has returned to a position of strength and it is time to give the business more flexibility to pursue its own growth strategy as the world's leading eye care devices company. We will work to ensure a smooth transition for Alcon and Novartis associates while preparing for the launch of RTH258 and building our leading ophthalmology pharmaceuticals business."

Commenting on the share buyback, Dr. Narasimhan said: "The share buyback is fully aligned with our strategic capital allocation priorities, reflects our strict financial discipline and our confidence in future top line growth and margin expansion."

Alcon leadership
Mike Ball will become Chairman-designate of Alcon, effective July 1, 2018, reporting to Vas Narasimhan, CEO of Novartis. Mr. Ball will focus on preparing Alcon for the intended spin. In addition, he will start the process of recruiting a Board of Directors (BoD) for Alcon and meeting Novartis shareholders, and other potential investors, in preparation for a potential spinoff. If Alcon becomes an independent company, Mr. Ball would become Chairman of the Alcon BoD. In order to focus fully on the Alcon separation, Mr. Ball will step down from the Executive Committee of Novartis (ECN) on July 1, 2018.

David Endicott, Chief Operating Officer (COO) of Alcon since July 2016, will be promoted to CEO of Alcon, also effective July 1, 2018. In light of the potential spinoff, Mr. Endicott will not become a member of the ECN. He will also report to Vas Narasimhan until the potential spinoff. Over the coming weeks, Mr. Ball will hand over operational management responsibilities to Mr. Endicott.

Mr. Endicott is a highly experienced leader in medical devices and pharmaceuticals having also previously held senior leadership positions with Allergan and Hospira. As Alcon COO he played an integral role in the turnaround of the business.

Mike Ball, CEO of Alcon, said: "This promises to be the beginning of an exciting new chapter for everyone associated with Alcon. The planned spinoff will be key to strengthening our leadership in the large, attractive and growing global eye care devices market. As Chairman-designate, I look forward to working closely with David Endicott and the entire team at Alcon to deliver continued innovation for our customers and patients, while creating shareholder value through long-term, sustainable growth."

If the Alcon spinoff is completed, it would create a new Switzerland-based company with global scale and reach comprising more than 20,000 employees, with around USD 7 billion in 2017 sales. Fort Worth will continue to be a key location for Alcon.

Actions started earlier this year to make Alcon an operationally autonomous medical devices business will continue in preparation for a spinoff.

Transaction Details
The successful completion of the planned spinoff is subject to general market conditions, regulatory approvals, final Board of Directors endorsement and shareholder approval. Required information and consultation of affected employees and employee representatives is planned for the second half of 2018. In the event that all approvals are secured, the planned spinoff is expected to be completed in the first half of 2019. The transaction is expected to be tax neutral to Novartis, subject to the receipt of favorable opinions and rulings. While a dividend policy for Alcon has not yet been set, Novartis intends to continue paying a strong and growing dividend in Swiss francs, building on the CHF2.80 per share paid in March 2018. The proposed distribution ratio will be disclosed in due course.

In addition to being incorporated in Switzerland, the intention would be to list shares of Alcon on the SIX Swiss Exchange and the New York Stock Exchange.

Conference calls / Capital Markets days
Novartis will hold an investor and analyst webcast today at 15:00 CET: https://edge.media-server.com/m6/p/3q53orhv

Novartis will continue to provide regular updates on the potential transaction, including at its quarterly financial results presentations. Alcon Capital Markets days are also planned in Q4 2018.