Valeant and Salix Agree on Amended Terms to Merger Agreement
16 Mars 2015 - 1:00PM
Business Wire
- $173 Per Share Cash Offer Through
April 7TH
- Transaction Expected to Close April
1ST
Valeant Pharmaceuticals International, Inc. (NYSE:VRX) (TSX:VRX)
and Salix Pharmaceuticals, Ltd. (NASDAQ:SLXP) today announced that
they have entered into an amendment to their Agreement and Plan of
Merger, dated February 20, 2015. Pursuant to the amendment, Valeant
increased the offer price to acquire all the outstanding common
stock of Salix from $158.00 per share to $173.00 per share in cash,
or a total enterprise value of approximately $15.8 billion, through
April 7, 2015. The revised offer price of $173.00 per share
provides an additional approximately $1 billion in cash
consideration to Salix stockholders, and represents an increase of
9.49% and 43.9%, respectively, over the original offer price of
$158.00 per share and the unaffected price of Salix common stock on
January 16, 2015, of $120.19. As previously announced, if the
minimum tender condition is satisfied at the end of the day on
March 31, 2015, Valeant expects to close the transaction on April
1, 2015. If all of the conditions to the tender offer have not been
satisfied by April 8, 2015, the offer price will drop back to
$158.00 per share. In consideration for the increase of the offer
price through April 7, 2015, the termination fee payable by Salix
to Valeant has been increased by $100 million and the outside date
after which either party may terminate the transaction has been
moved from August 20, 2015, to May 1, 2015. The amendment was
approved by the Boards of Directors of both companies.
“We continue to be very excited about the combination of our two
companies and we are committed to getting this deal done,” said J.
Michael Pearson, chairman and chief executive officer of Valeant.
“This revised offer provides Salix shareholders with all-cash at a
significant premium and the certainty to close by April 1. By
offering a significant premium with a 100% cash offer, eliminating
market and company equity risk that could arise from other non-cash
offers with a 4+ month closing timeline instead of a closing by
April 1st, our new arrangement creates significant shareholder
value for Salix. In addition, the transaction remains modestly
accretive in 2015 and will be more than 20% accretive in 2016.”
Thomas W. D'Alonzo, chairman of the board and acting chief
executive officer of Salix, stated, “We are pleased that the
enhanced offer price recognizes the value of Salix as the leading
gastrointestinal specialty pharmaceutical company and delivers to
our stockholders all cash consideration in the near future.”
The offer documents and Salix’s solicitation/recommendation
statement on Schedule 14D-9 will be amended to reflect the amended
terms.
Sullivan & Cromwell LLP served as Valeant's legal counsel,
and Salix was advised by Cadwalader Wickersham & Taft LLP.
Deutsche Bank and HSBC Securities (USA) Inc. acted as financial
advisors to Valeant. Centerview Partners and J.P. Morgan acted as
financial advisors to Salix.
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a
multinational specialty pharmaceutical company that develops,
manufactures and markets a broad range of pharmaceutical products
primarily in the areas of dermatology, eye health, neurology and
branded generics. More information about Valeant can be found at
www.valeant.com.
About Salix
Salix Pharmaceuticals, Ltd., headquartered in Raleigh, North
Carolina, develops and markets prescription pharmaceutical products
and medical devices for the prevention and treatment of
gastrointestinal diseases. Salix’s strategy is to in-license
late-stage or marketed proprietary therapeutic products, complete
any required development and regulatory submission of these
products, and commercialize them through the Company’s 500-member
specialty sales force. Salix trades on the NASDAQ Global Select
Market under the ticker symbol “SLXP”.
Forward-looking Statements
This press release may contain forward-looking statements,
including, but not limited to, statements regarding the proposed
acquisition by Valeant of Salix and the expected timing and
benefits of the transaction. Forward-looking statements may
generally be identified by the use of the words "anticipates,"
"expects," "intends," "plans," "should," "could," "would," "may,"
"will," "believes," "estimates," "potential," "target," or
"continue" and variations or similar expressions. These statements
are based upon the current expectations and beliefs of management
of Valeant and Salix and are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These risks
and uncertainties include, but are not limited to, the risk that
the acquisition will not close when expected or at all; the risk
that Valeant's business and/or Salix's business will be adversely
impacted during the pendency of the acquisition; the risk that the
operations of the two companies will not be integrated
successfully; and risks and uncertainties discussed in Valeant's
and Salix's most recent annual or quarterly report and detailed
from time to time in Valeant's and Salix's other filings with the
Securities and Exchange Commission (the "SEC") and, with respect to
Valeant, the Canadian Securities Administrators, which factors are
incorporated herein by reference. Readers are cautioned not to
place undue reliance on any of these forward-looking statements.
These forward-looking statements speak only as of the date hereof.
Valeant and Salix undertake no obligation to update any of these
forward-looking statements to reflect events or circumstances after
the date of this press release or to reflect actual outcomes.
Additional Information
The tender offer is scheduled to expire at midnight, Eastern
time, on April 1, 2015 (which is one minute after 11:59 p.m.,
Eastern time, on March 31, 2015), unless the offer is extended.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Salix. Valeant filed a
Tender Offer Statement on Schedule TO with the SEC on March 4,
2015. Salix filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the offer on March 6, 2015. Both the
Tender Offer Statement and Solicitation/Recommendation Statement on
Schedule 14D-9 will be revised to reflect the amendment to the
merger agreement. Stockholders of Salix are urged to read the
tender offer materials (including the Offer to Purchase, a related
Letter of Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement, in each case as amended (to
the extent applicable), because they contain important information
which should be read carefully before any decision is made with
respect to the tender offer. The Offer to Purchase, the related
Letter of Transmittal and certain other offer documents, as well as
the Solicitation/Recommendation Statement, have been made available
to all stockholders of Salix at no expense to them. The Tender
Offer Statement and the Solicitation/Recommendation Statement are
available to all stockholders of Salix free of charge at the
website maintained by the SEC at www.sec.gov. In addition, the
tender offer statement and other documents that Valeant files with
the SEC are and will be made available to all stockholders of Salix
free of charge at www.valeant.com. The Solicitation/Recommendation
Statement and the other documents filed by Salix with the SEC are,
and will be, made available to all stockholders of Salix free of
charge at www.salix.com.
Valeant Pharmaceuticals InternationalInvestor Relations:Laurie
W. Little, 949-461-6002laurie.little@valeant.comorMedia
Relations:Sard Verbinnen & CoRenée Soto, Meghan Gavigan or
Jared Levy, 212-687-8080orSalix Pharmaceuticals, Ltd.Investor
Relations:Timothy J. Creech or Michael Freeman, 919-862-1000orMedia
Relations:Teneo StrategyStephen Cohen, 347-489-6602
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