Switzerland's Novartis said Monday it will spend about $39 billion in a two-step bid for a majority stake in U.S. eye-care company Alcon.

The deal for Alcon Inc., which makes Opti-Free contact lens solution and has 14,500 employees worldwide, would be one of the largest in Swiss history.

Novartis will initially pay food and beverages giant Nestle SA $11 billion (7 billion euros) for a 25% share of the Texas-based company.

Novartis will then have the exclusive right to buy Nestle's remaining 52% stake in Alcon for about $28 billion (17.8 billion euros) between January 2010 and July 2011.

While the second step is optional, both companies would have to agree not to exercise their rights for it to fall through.

"It is quite clear in the minds of the people and the companies who signed the contract that we expect this to go through," Nestle spokesman Francois-Xavier Perroud told The Associated Press. "However, the deal is not definitive until it's consummated."

Nestle chairman and chief executive Peter Brabeck-Letmathe said the deal was good for his company's shareholders and that Novartis' "activities are closely aligned with its own business."

Brabeck-Letmathe on Thursday will hand over the CEO role to Paul Bulcke, who currently heads Nestle's business in the Americas.

Analysts praised the sale as a significant success for Nestle, which snapped up Alcon in 1978 for $275 million.

Patrik Schwendimann, of Zuercher Kantonalbank, said the proceeds from the sale would allow Nestle to become debt-free by 2010.