Item 8.01. Other Events.



As previously disclosed, on August 22, 2022, Aerie Pharmaceuticals, Inc., a
Delaware corporation ("Aerie", the "Company", "we", "our" or "us"), entered into
an Agreement and Plan of Merger (such agreement, as it may be amended, modified
or supplemented from time to time, the "Merger Agreement") with Alcon Research,
LLC, a Delaware limited liability company ("Alcon"), and Lyon Merger Sub, Inc.,
a Delaware corporation and a wholly owned direct subsidiary of Alcon ("Merger
Sub"). Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions described therein, Merger Sub will merge with and into Aerie, with
Aerie surviving the merger as a wholly owned subsidiary of Alcon (the
"Merger"). On September 21, 2022, Aerie filed a preliminary proxy statement (the
"Preliminary Proxy Statement") with the Securities and Exchange Commission
("SEC"), and on October 7, 2022, Aerie filed a definitive proxy statement (the
"Proxy Statement") with the SEC, in each case, in connection with the Merger.

Since the filing of the Preliminary Proxy Statement, three complaints have been
filed in the United States District Court for the Southern District of New York
by purported Aerie stockholders against Aerie and members of Aerie's board of
directors (the "Aerie Board") in connection with the Merger: Stein v. Aerie
Pharmaceuticals, Inc., et al., Case No. 1:22-cv-08103 (filed September 22, 2022)
(S.D.N.Y.); O'Dell v. Aerie Pharmaceuticals, Inc., et al., Case No.
1:22-cv-08261 (filed September 27, 2022) (S.D.N.Y.); and Weiss v. Aerie
Pharmaceuticals, Inc., et al., Case No. 1:22-cv-09235 (filed October 27, 2022)
(S.D.N.Y.) (collectively, the "Stockholder Litigation"). Each of the complaints
in the Stockholder Litigation alleges that, among other things, the Preliminary
Proxy Statement and/or the Proxy Statement omitted certain material information
in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 14a-9 promulgated thereunder. In
addition, Aerie has received from certain purported Aerie stockholders several
demand letters alleging similar insufficiencies in the Preliminary Proxy
Statement and/or the Proxy Statement as those noted in the complaints referenced
above (such demand letters, collectively with the Stockholder Litigation, the
"Litigation Matters"). The plaintiffs in the Stockholder Litigation seek various
remedies, including an order enjoining the defendants from proceeding with the
Merger, requiring the defendants to disclose allegedly material information that
was allegedly omitted from the Proxy Statement, rescinding the Merger in the
event that it is consummated or granting rescissory damages, declaring that the
defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9
promulgated thereunder, awarding costs, including attorneys' and expert fees and
expenses, and granting such other and further relief as the court may deem just
and proper.

Aerie believes that the claims asserted in the Litigation Matters are without
merit and that no additional disclosures were or are required under applicable
laws. However, in order to avoid the risk of the Litigation Matters delaying or
adversely affecting the Merger and to minimize the costs, risks, and
uncertainties inherent in litigation, and without admitting any liability or
wrongdoing, Aerie has determined to voluntarily make the following supplemental
disclosures to the Proxy Statement, as described in this Current Report on Form
8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of
the legal necessity or materiality under applicable laws of any of the
disclosures set forth herein.

These supplemental disclosures will not change the consideration to be paid to
Aerie stockholders in connection with the Merger or the timing of the special
meeting of Aerie stockholders (the "Special Meeting") to be held virtually on
November 17, 2022, beginning at 8:00 a.m. Eastern Time. The Special Meeting can
be accessed by visiting www.virtualshareholdermeeting.com/AERI2022SM. The Aerie
Board continues to unanimously recommend that you vote "FOR" the proposals to be
voted on at the Special Meeting described in the Proxy Statement.

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Supplemental Disclosures to the Proxy Statement in Connection with the


                               Litigation Matters

The following disclosures in this Current Report on Form 8-K supplement the
disclosures contained in the Proxy Statement and should be read in conjunction
with the disclosures contained in the Proxy Statement, which in turn should be
read in its entirety. To the extent that information herein differs from or
updates information contained in the Proxy Statement, the information contained
herein supersedes the information contained in the Proxy Statement. All page
references are to the Proxy Statement and terms used below, unless otherwise
defined, shall have the meanings ascribed to such terms in the Proxy Statement.
New text within restated language from the Proxy Statement is indicated in bold,
underlined text (e.g., bold, underlined text) and removed language within the
restated language from the Proxy Statement is indicated in strikethrough text
(e.g., strikethrough text), as applicable.

The disclosure on pages 1 through 9 of the Proxy Statement in the section
entitled "Summary-Opinion of Goldman Sachs & Co LLC" is hereby supplemented by
revising the second paragraph of such section on page 6 of the Proxy Statement
as follows:

The full text of the written opinion of Goldman Sachs, dated August 22, 2022,
which sets forth assumptions made, procedures followed, matters considered and
limitations on the review undertaken in connection with the opinion, is attached
as Annex B. Goldman Sachs provided advisory services and its opinion for the
information and assistance of the Board in connection with its consideration of
the Merger. The Goldman Sachs opinion is not a recommendation as to how any
holder of Aerie's common stock should vote with respect to the Merger or any
other matter. Pursuant to an engagement letter between Aerie and Goldman Sachs,
Aerie has agreed to pay Goldman Sachs a transaction fee of approximately
$25.50 million $20.0 million, $2.0 million of which became payable at
announcement of the Merger, and the remainder of which is contingent upon
consummation of the Merger.

The disclosure on pages 23 through 39 of the Proxy Statement in the section entitled "The Merger-Background of the Merger" is hereby supplemented by revising the second paragraph of such section on page 23 of the Proxy Statement as follows:



As part of the Board's regular evaluation of potential strategic opportunities,
Aerie management has periodically engaged in discussions with participants in
the biopharmaceutical and healthcare industries regarding potential
opportunities for business combinations, acquisitions, licensing transactions,
commercial arrangements, and other financial and strategic transactions for
Aerie, regularly updating the Board on such discussions. As described more fully
below, in the course of such discussions, Aerie has periodically entered into
confidentiality agreements with potential strategic transaction counterparties
to facilitate such discussions. Additionally, representatives of an
internationally recognized investment bank, which served as Aerie's financial
advisor through October 2021 (the "Prior Financial Advisor"), had periodically
reviewed with the Board market views with respect to Aerie, as well as strategic
updates within the broader biopharmaceutical industry generally. The Prior
Financial Advisor performed customary financial advisory services for Aerie on a
periodic basis, including reviewing with the Board market views with respect to
Aerie, providing the Board with strategic updates within the broader
biopharmaceutical industry generally, reviewing Aerie's defensive profile, and
discussing various potential strategic alternatives with Aerie management and
the Board, including certain of the proposals described below.

The disclosure on pages 23 through 39 of the Proxy Statement in the section entitled "The Merger-Background of the Merger" is hereby supplemented by revising the fourth full paragraph of such section on page 26 of the Proxy Statement as follows:



The Board met twice during mid-April 2021. During such meetings, the Board
discussed, among other things, (i) Alcon's request for valuation guidance,
(ii) the potential use of a contingent value right (a "CVR") tied to the
read-out of topline data from the COMET-1 Phase 2b clinical trial of AR-15512
expected in the third quarter of 2021, and (iii) the status of a potential
collaboration transaction in respect of Aerie's glaucoma franchise in Europe.
During this period, at the request of the Board, Aerie management updated the
December 2020 Forecasts (taking into account management's pro forma assumptions
regarding such a European collaboration transaction and including management
estimates relating to projected revenue for Aerie's AR-14034 pipeline product
candidate). Aerie management presented such updated management forecasts to the
Board at a meeting held on April 16, 2021, during which the Prior Financial
Advisor also provided the Board with an updated preliminary financial analysis
for Aerie based upon such updated management forecast scenarios. The Board
engaged in discussion with Aerie management regarding the updated forecasts and
the assumptions underlying such updated forecasts. At a meeting of the Board
held on April 20, 2021, the Board discussed with Aerie management the execution
of Aerie's business plan and corporate goals. Based on Aerie management's views
on such execution, the valuation range for Aerie resulting from Aerie
management's forecast scenarios, and the Prior Financial Advisor's preliminary
financial analysis for Aerie previously presented to the Board based on such
management forecast scenarios, the Board instructed the Prior Financial Advisor
to inform J.P. Morgan that the Board would be willing to engage with Alcon with
respect to a potential transaction at a price range per share of common stock
meaningfully in the $30's and with a CVR tied to the clinical research data
readout for AR-15512 that would result in a total valuation, upon achievement of
the applicable milestone(s) underlying the CVR, of approximately $40 per share
of common stock. On April 12, 2021, the Prior Financial Advisor provided the
Board with information concerning its relationships with Alcon over the prior
two-year period, noting that the financial advisory business of the Prior
Financial Advisor had not entered into any engagement agreements with, and had
not received any fees from, Alcon during such two-year period.

--------------------------------------------------------------------------------

The disclosure on pages 23 through 39 of the Proxy Statement in the section entitled "The Merger-Background of the Merger" is hereby supplemented by revising the fourth full paragraph of such section on page 27 of the Proxy Statement as follows:



On June 21, 2021, the Prior Aerie Chair/CEO met with Mr. Ball at Mr. Ball's
request. At that meeting, the Prior Aerie Chair/CEO and Mr. Ball discussed the
April 1, 2021 Proposal and the Prior Aerie Chair/CEO reiterated the Board's
valuation feedback by noting that, were Alcon to reengage, Alcon would need to
promptly finalize its due diligence in light of Aerie's other available
strategic alternatives, including Aerie's potential 2021 consummation of a
collaboration transaction in respect of Aerie's glaucoma franchise in Europe.
Thereafter, on June 24, 2021, the Board held a meeting attended by
representatives of Fried Frank and Aerie management at which the Prior Aerie
Chair/CEO provided the Board with a summary of his recent discussions with
Mr. Ball. At the direction of the Board, on June 25, 2021, the Prior Aerie
Chair/CEO had a follow-up call with Mr. Ball in which the Prior Aerie Chair/CEO
further indicated that in order for Aerie to meet its other strategic
priorities, should Alcon wish to reopen negotiations with respect to a potential
transaction, Alcon should submit an updated proposal as soon as possible and
that a transaction price of $32.00-34.00 in cash per share of common stock plus
a $5.00 per share CVR may be sufficient to consummate a transaction between the
parties. During late June 2021, Aerie management and the Prior Financial Advisor
finalized the terms of the Prior Financial Advisor's engagement letter, which
such engagement letter included a customary "tail" fee payable to the Prior
Financial Advisor, and the engagement letter was entered into by Aerie and the
Prior Financial Advisor on June 29, 2021. The engagement letter between Aerie
and the Prior Financial Advisor, as amended through October 20, 2022, provides
for a transaction fee of approximately $20.0 million, approximately $3.5 million
of which became payable at the announcement of the Merger, and the remainder of
which is contingent upon consummation of the Merger. In addition, Aerie agreed,
pursuant to the terms of the engagement letter between Aerie and the Prior
Financial Advisor, to customary indemnification and expense reimbursement
provisions.

The disclosure on pages 23 through 39 of the Proxy Statement in the section entitled "The Merger-Background of the Merger" is hereby supplemented by revising the fifth full paragraph of such section on page 31 of the Proxy Statement as follows:



On October 1, 2021, the Board held a meeting attended by representatives of
Goldman Sachs and Fried Frank. During the meeting, the Board was provided with a
summary of Aerie management's updated financial forecasts, which included two
forecast scenarios known as Case 1 and Case 2 (the "October 2021 Forecasts"),
and which had been preliminarily prepared by Aerie's Interim Executive Chairman
with input from additional members of Aerie management. The Board engaged in
discussion with Aerie management regarding Aerie management's October 2021
Forecasts, and the Board did not adopt these forecasts and instead requested
that they the October 2021 Forecasts be further updated by Aerie management
taking into account certain additional assumptions, including with respect to
product candidate approval probability and Aerie's future financing
requirements. The Board was updated on the ongoing negotiations with respect to
Goldman Sachs' engagement letter, with the Board approving Aerie's continued
negotiations of such engagement. The Board also engaged in discussion regarding
Aerie's ongoing negotiations with Santen in respect of the Santen Transaction,
including key terms such as upfront consideration, milestone payments,
royalties, upfront costs, and operational costs.

The disclosure on pages 23 through 39 of the Proxy Statement in the section entitled "The Merger-Background of the Merger" is hereby supplemented by revising the sixth full paragraph of such section on page 31 of the Proxy Statement as follows:



Between October 1, 2021 and October 16, 2021, Aerie management engaged with
Goldman Sachs on the Goldman Sachs engagement letter and the Board approved the
final terms of the engagement letter and Aerie's termination of its engagement
letter with the Prior Financial Advisor. During that period, Goldman Sachs
provided the Board with certain information about its relationships with Alcon
over the prior two-year period. An engagement letter between Aerie and Goldman
Sachs was executed on October 22, 2021. Aerie engaged Goldman Sachs, and
terminated its engagement of the Prior Financial Advisor, to obtain fresh
perspectives on Aerie's potential strategic alternatives.

--------------------------------------------------------------------------------

The disclosure on pages 23 through 39 of the Proxy Statement in the section entitled "The Merger-Background of the Merger" is hereby supplemented by revising the fifth full paragraph of such section on page 32 of the Proxy Statement as follows:



On November 19, 2021, the Board held a meeting attended by representatives of
Goldman Sachs, Fried Frank, and Aerie management. The Board reviewed the
material terms of the Santen Transaction and the status of the Aerie's ongoing
negotiations with Santen. Dr. McGraw provided the Board with a review of the
updates to an overview of the updated the draft management projections for Aerie
that had been discussed with the Board at the October 1, 2021 meeting and noted
certain differences between the forecasts prepared by Aerie's prior management
team and the current Aerie management team. After discussion, the Board
determined not to adopt these forecasts and instead that the person to be
appointed as Aerie's new Chief Executive Officer should have the opportunity to
review and update Aerie's strategic plan and provide input on Aerie's updated
management projections. The Board discussed with representatives of Goldman
Sachs, Fried Frank and Aerie management the November 15, 2021 Proposal from
Alcon as well as the current status of the Santen Transaction, including that
Alcon had conditioned the November 15, 2021 Proposal on Aerie not entering into
the Santen Transaction. The Board discussed that, in connection with the
submission of the November 15, 2021 Proposal, Alcon had communicated to Aerie
that (i) the price in Alcon's prior July 23, 2021 Proposal ($28.00 in cash per
share of common stock plus a $4.00 per share CVR) would likely have been lowered
by Alcon upon completion of its due diligence based on Aerie's recent
commercialization results for Rhopressa® and Rocklatan®, and (ii) Alcon would
not have moved forward with the July 23, 2021 Proposal prior to Aerie's release
of results from the COMET-1 Phase 2b clinical trial of AR-15512 in mid-September
2021. The Board determined, given Aerie's advanced negotiations with Santen on
the Santen Transaction and Aerie's near-term liquidity requirements (taking into
account Aerie's cash position, cash-burn metrics, and need to fund the
commencement of Phase 3 clinical trials for AR-15512 and further clinical trials
for AR-1105), that Aerie should prioritize finalizing the Santen Transaction and
that the November 15, 2021 Proposal from Alcon did not, at that time, reflect a
valuation of Aerie that the Board believed was sufficient in order to transact
particularly given the requirement, expressed in Alcon's November 15, 2021
Proposal, that Aerie abandon the Santen Transaction as a condition of engaging
with Alcon in respect of its proposal.

The disclosure on pages 23 through 39 of the Proxy Statement in the section entitled "The Merger-Background of the Merger" is hereby supplemented by revising the last paragraph of such section on page 39 of the Proxy Statement as follows:



Later that day, Aerie and Alcon executed the Merger Agreement and issued a joint
press release announcing the execution of the Merger Agreement. Prior to the
entry into the Merger Agreement and through the date of this filing, and except
for the rights of Aerie security holders to receive consideration for their
securities pursuant to the terms and conditions of the Merger Agreement, there
has been no material agreement, arrangement or understanding between Aerie or
any of its executive officers or directors, on the one hand, and Alcon or any of
its executive officers or directors, on the other hand, regarding post-closing
employment or directorships for, or compensation of, Aerie's executive officers
or directors, and there were no material discussions regarding the same prior to
the entry into the Merger Agreement. Beginning in late October 2022, Alcon and
Casey C. Kopczynski, Ph.D., Aerie's Chief Innovation Officer, Head of Research
and External Innovation, have had preliminary discussions regarding a potential
role for Dr. Kopczynski following Closing.

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The disclosure on pages 44 through 48 of the Proxy Statement in the section
entitled "The Merger-Financial Projections" is hereby supplemented by revising
the presentation of the April 2021 Forecasts beginning on page 45 of the Proxy
Statement as follows:

                              April 2021 Forecasts

2020 Case 1 Forecasts. All of the 2021 Forecasts include long-term,
probability-adjusted forecasts through fiscal year 2035 for Aerie's glaucoma
franchise and Aerie's AR-15512, AR-1105, and AR-14034 product candidates. Each
of the April 2021 Forecasts also included assumptions regarding the estimated
benefits of Aerie's usage of approximately $767 million in federal and foreign
net operating losses (as of December 31, 2020) through 2035. For purposes of the
2020 Case 1 Forecasts, Aerie management assumed that the commercialization of
Aerie's glaucoma franchise would result in Aerie's glaucoma franchise achieving
a peak U.S. market share of 15%. The 2020 Case 1 Forecasts are summarized below:

                             (dollars in millions)
                           2021E        2022E        2023E        2024E

2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Total Net Revenue(1) 180 192 333 421


      533          712          898         1,112         1,372         1,582         1,719         1,837         1,916         1,969           994
Gross Profit                  157          166          304          382          474          631          793           992         1,228         1,422         1,548         1,662         1,739         1,795           921

Operating Expenses(2) (235 ) (253 ) (216 ) (201 )

(235 ) (249 ) (260 ) (274 ) (298 ) (330 ) (350 ) (355 ) (366 ) (368 ) (182 ) EBIT(3)

                       (78 )        (87 )         88          181          239          382          533           717           929         1,092         1,199         1,307         1,373         1,427           738
Income Taxes                   -            -            -            -           (10 )        (22 )        (65 )        (176 )        (225 )        (256 )        (273 )        (293 )        (306 )        (313 )        (129 )
Net Operating Profit
After Taxes                   (78 )        (87 )         88          181          229          360          468           542           705           836           925         1,014         1,067         1,114           610
Depreciation &
Amortization Expenses          30           32           34           28            3            3            3             3             3             3             3             3             3             3             2
Capital Expenditure
Expenses                       (6 )         (6 )         (6 )         (6 )

(6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (4 ) Changes in Net Working Capital

                       (16 )         (4 )        (52 )        (70 )       (157 )          2           23           (84 )         (45 )

(33 ) (20 ) (27 ) (16 ) (21 ) 782 Incremental Cash Flow Adjustments(4)

                 -             4          (44 )         (3 )         (2 )         (4 )         (4 )          (4 )          (5 )          (5 )          (4 )          (4 )          (3 )          (2 )          (2 )
Unlevered Free Cash
Flow(5)                       (70 )        (61 )         21          131           67          356          485           451           652           797           899           981         1,046         1,088         1,386

(1) For purposes of each of the April 2021 Forecasts, "Total Net Revenue"

includes (i) with respect to Aerie's 2021 fiscal year, an upfront payment of

$50.0 million in respect of a potential collaboration transaction for the

licensing of rights to Aerie's glaucoma franchise in certain non-U.S.

markets, and (ii) with respect to the remaining fiscal years, forecasted

ex-U.S. milestone and royalty payments resulting from such collaboration


    transaction.

(2) For purposes of each of the 2021 Forecasts, "Operating Expenses" is defined

as Aerie's selling, general and administrative expenses and research and


    development expenses.

(3) For purposes of each of the 2021 Forecasts, "EBIT" is defined as Aerie's

earnings before interest expenses and taxes.

(4) For purposes of each of the 2021 Forecasts, "Incremental Cash Flow

Adjustments" reflects cash basis adjustments for Aerie management's

assumptions regarding Aerie's probability-adjusted (75% probability of

success) and tax-adjusted forecasted revenue through fiscal year 2035

attributable to the net upfront payment recognized as revenue in 2023 and

other payments pursuant to the 2020 Collaboration Agreement.

(5) For purposes of each of the 2021 Forecasts, "Unlevered Free Cash Flow" is

defined as Aerie's EBIT less taxes, before depreciation and amortization

expenses, less capital expenditures, less changes in net working capital, and

less other incremental adjustments.

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2020 Case 2 Forecasts. The 2020 Case 2 Forecasts are based upon the same
assumptions as those reflected in the 2020 Case 1 Forecasts except that, for
purposes of the 2020 Case 2 Forecasts, Aerie management assumed that the
commercialization of Aerie's glaucoma franchise would result in Aerie's glaucoma
franchise achieving a peak U.S. market share of 11%. The 2020 Case 2 Forecasts
are summarized below:

                             (dollars in millions)
                            2021E        2022E        2023E        2024E

2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Total Net Revenue(1)

           164          164          286          346          449          597          747          899         1,076         1,255         1,365         1,467         1,544         1,582           802
Gross Profit                   140          140          258          310          396          523          651          792           949         1,114         1,214         1,312         1,388         1,429           738

Operating Expenses(2) (234 ) (251 ) (213 ) (196 )

(229 ) (241 ) (250 ) (261 ) (277 ) (301 ) (317 ) (321 ) (332 ) (333 ) (158 ) EBIT(3)

                        (94 )       (111 )         46          115          167          282          402          531           671           813           898           992         1,055         1,095           581
Income Taxes                    -            -            -            -            (3 )        (17 )        (23 )        (68 )        (163 )        (193 )        (209 )        (226 )        (238 )        (244 )        (109 )
Net Operating Profit
After Taxes                    (94 )       (111 )         45          114          164          265          378          463           509           620           688           765           818           852           471
Depreciation &
Amortization Expenses           30           32           34           28            3            3            3            3             3             3             3             3             3             3             2
Capital Expenditure
Expenses                        (6 )         (6 )         (6 )         (6 )

(6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (6 ) (4 ) Changes in Net Working Capital

                         (8 )         10          (42 )        (56 )        (23 )       (158 )         16           (4 )         (19 )

(32 ) (17 ) (24 ) (14 ) (16 ) 592 Incremental Cash Flow Adjustments(4)

                  -             4          (44 )         (3 )         (2 )         (4 )         (4 )         (4 )          (5 )          (5 )          (4 )          (4 )          (3 )          (2 )          (2 )
Unlevered Free Cash
Flow(5)                        (77 )        (71 )        (11 )         79          136          101          389          452           483           582           666           736           797           830         1,060

(1) As noted above, for purposes of each of the April 2021 Forecasts, "Total Net

Revenue" includes (i) with respect to Aerie's 2021 fiscal year, an upfront

payment of $50.0 million in respect of a potential collaboration transaction

for the licensing of rights to Aerie's glaucoma franchise in certain non-U.S.

markets, and (ii) with respect to the remaining fiscal years, forecasted

ex-U.S. milestone and royalty payments resulting from such collaboration


    transaction.

(2) As noted above, for purposes of each of the 2021 Forecasts, "Operating

Expenses" is defined as Aerie's selling, general and administrative expenses


    and research and development expenses.
. . .

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