Valeant Pharmaceuticals International (NYSE: VRX) and Biovail
Corporation (NYSE/TSX: BVF) today announced that Valeant currently
anticipates declaring a one-time special cash dividend of $16.77
per share to Valeant stockholders on September 27, 2010 in
connection with the previously announced merger transaction between
Valeant and Biovail, subject to obtaining the requisite shareholder
approvals in connection with the merger of Valeant and Biovail at
their respective meetings of shareholders to be held on that date
and to the satisfaction or waiver of certain conditions to the
closing of the merger, including the receipt of financing. Valeant
anticipates that the record date for the dividend will be the close
of business on September 27, 2010, and that the dividend would be
funded on such date. Valeant and Biovail currently anticipate that
the effective time of the merger will occur on September 28, 2010,
subject to the satisfaction or waiver of the conditions to the
closing of the merger.
Valeant believes, based upon its estimated calculations, that
the portion of the special dividend taxable as a dividend for U.S.
federal income tax purposes is not expected to exceed fifteen
percent of the special dividend. Valeant will provide the final
portion taxable as a dividend on its website and through Form
1099-DIV, as applicable.
About Valeant
Valeant Pharmaceuticals International (NYSE: VRX) is a
multinational specialty pharmaceutical company that develops,
manufactures and markets a broad range of pharmaceutical products
primarily in the areas of neurology and dermatology. More
information about Valeant can be found at www.valeant.com.
About Biovail
Biovail Corporation (NYSE and TSX: BVF) is a specialty
pharmaceutical company engaged in the formulation, clinical
testing, registration, manufacture, and commercialization of
pharmaceutical products. Biovail is focused on the development and
commercialization of medicines that address unmet medical needs in
niche specialty central nervous system (CNS) markets. For more
information about Biovail, visit Biovail’s Web site at
www.biovail.com.
Caution Regarding Forward-Looking Information and “Safe
Harbor” Statement
To the extent any statements made in this document contain
information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and may be
forward-looking information as defined under applicable Canadian
securities legislation (collectively, “forward-looking
statements”).
These forward-looking statements relate to, among other things,
the expected benefits of the proposed merger such as efficiencies,
cost savings, tax benefits, enhanced revenues and cash flow, growth
potential, market profile and financial strength; the competitive
ability and position of the combined company; the expected timing
of the completion of the transaction; and the expected payment of a
one-time cash dividend and the tax consequences thereof.
Forward-looking statements can generally be identified by the use
of words such as “believe”, “anticipate”, “expect”, “estimate”,
“intend”, “continue”, “plan”, “project”, “will”, “may”, “should”,
“could”, “would”, “target”, “potential” and other similar
expressions. In addition, any statements that refer to
expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. Although
certain of these statements set out herein are indicated above, all
of the statements in this document that contain forward-looking
statements are qualified by these cautionary statements. Although
Valeant and Biovail believe that the expectations reflected in such
forward-looking statements are reasonable, such statements involve
risks and uncertainties, and undue reliance should not be placed on
such statements. Certain material factors or assumptions are
applied in making forward-looking statements, including, but not
limited to, factors and assumptions regarding the items outlined
above. Actual results may differ materially from those expressed or
implied in such statements. Important factors that could cause
actual results to differ materially from these expectations
include, among other things, the following: the failure to receive,
on a timely basis or otherwise, the required approvals by Valeant
and Biovail shareholders and government or regulatory agencies
(including the terms of such approvals); the risk that a condition
to closing of the merger may not be satisfied; the possibility that
the anticipated benefits and synergies from the proposed merger
cannot be fully realized or may take longer to realize than
expected; the possibility that costs or difficulties related to the
integration of Valeant and Biovail operations will be greater than
expected; the ability of the combined company to retain and hire
key personnel and maintain relationships with customers, suppliers
or other business partners; the impact of legislative, regulatory,
competitive and technological changes; the risk that the credit
ratings of the combined company may be different from what the
companies expect; and other risk factors relating to the
pharmaceutical industry, as detailed from time to time in each of
Valeant’s and Biovail’s reports filed with the Securities and
Exchange Commission (“SEC”) and, in Biovail’s case, the Canadian
Securities Administrators (“CSA”). There can be no assurance that
the proposed merger will in fact be consummated.
Additional information about these factors and about the
material factors or assumptions underlying such forward-looking
statements may be found in the body of this document, as well as
under Item 1.A. in each of Valeant’s and Biovail’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, and Item 1.A
in each of Valeant’s and Biovail’s most recent Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2010. Valeant and
Biovail caution that the foregoing list of important factors that
may affect future results is not exhaustive. When relying on
forward-looking statements to make decisions with respect to
Valeant and Biovail, investors and others should carefully consider
the foregoing factors and other uncertainties and potential events.
Neither Biovail nor Valeant undertakes any obligation to update or
revise any forward-looking statement, except as may be required by
law.
Additional Information
In connection with the proposed merger, Biovail has filed with
the SEC a Registration Statement on Form S-4 that includes a
definitive joint proxy statement of Valeant and Biovail that also
constitutes a prospectus of Biovail, and each of Valeant and
Biovail may file with the SEC other documents regarding the
proposed merger. The definitive joint proxy statement/prospectus
was first mailed to shareholders of Valeant and Biovail on or about
August 20, 2010. INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED MERGER CAREFULLY IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors may obtain the joint proxy
statement/prospectus, as well as other filings containing
information about Valeant and Biovail, free of charge, at the
website maintained by the SEC at www.sec.gov and, in Biovail’s
case, on SEDAR at www.sedar.com. Investors may also obtain these
documents, free of charge, from Valeant’s website (www.valeant.com)
under the tab “Investor Relations” and then under the heading “SEC
Filings,” or by directing a request to Valeant, One Enterprise,
Aliso Viejo, California, 92656, Attention: Corporate Secretary.
Investors may also obtain these documents, free of charge, from
Biovail’s website (www.biovail.com) under the tab “Investor
Relations” and then under the heading “Regulatory Filings” and then
under the item “Current SEC Filings,” or by directing a request to
Biovail, 7150 Mississauga Road, Mississauga, Ontario, Canada, L5N
8M5, Attention: Corporate Secretary.
The respective directors and executive officers of Valeant and
Biovail and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding Valeant’s directors and executive officers is
available in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2009, which was filed with the SEC on February
24, 2010, and in its definitive proxy statement filed with the SEC
by Valeant on March 25, 2010. Information regarding Biovail’s
directors and executive officers is available in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, which was
filed with the SEC on February 26, 2010, and in its definitive
proxy statement filed with the SEC and the CSA by Biovail on April
21, 2010. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
definitive joint proxy statement/prospectus and other relevant
materials filed with the SEC. These documents can be obtained free
of charge from the sources indicated above. This communication
shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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