- $173 PER SHARE CASH OFFER
THROUGH APRIL 7TH
- TRANSACTION EXPECTED TO CLOSE APRIL
1ST
LAVAL, Quebec and RALEIGH, N.C., March
16, 2015 /PRNewswire/ -- 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.
Contact
Information:
|
|
Valeant
Investors:
|
Salix
Investors:
|
Laurie W.
Little
|
Timothy J. Creech /
Michael Freeman
|
949-461-6002
|
919-862-1000
|
laurie.little@valeant.com
|
|
|
|
Valeant Media
Contacts:
|
Salix Media
Contacts:
|
Sard Verbinnen &
Co
|
Teneo
Strategy
|
Renee Soto/ Meghan
Gavigan/Jared Levy
|
Stephen
Cohen
|
212-687-8080
|
347-489-6602
|
|
|
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SOURCE Valeant Pharmaceuticals International, Inc.