Valeant Pharmaceuticals International (NYSE: VRX) and Biovail
Corporation (NYSE/TSX: BVF) announced that at today’s Special
Meetings, each of which had a quorum of shareholders, shareholders
of both companies have voted overwhelmingly in favour of the
merger-related resolutions. Of the votes cast by Biovail’s
shareholders, over 99% were voted in favour of the resolution
authorizing the issuance of Biovail common shares necessary to
effect the merger with Valeant in accordance with the merger
agreement and the name change to “Valeant Pharmaceuticals
International, Inc.” Of the votes cast by Valeant’s shareholders,
over 99% were voted in favour of the adoption of the merger
agreement.
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.
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
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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