Attached files
file | filename |
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8-K - FORM 8-K - Bausch Health Companies Inc. | y86806e8vk.htm |
EX-10.2 - EX-10.2 - Bausch Health Companies Inc. | y86806exv10w2.htm |
EX-4.3 - EX-4.3 - Bausch Health Companies Inc. | y86806exv4w3.txt |
EX-4.1 - EX-4.1 - Bausch Health Companies Inc. | y86806exv4w1.htm |
EX-3.1 - EX-3.1 - Bausch Health Companies Inc. | y86806exv3w1.htm |
EX-4.2 - EX-4.2 - Bausch Health Companies Inc. | y86806exv4w2.htm |
EX-99.2 - EX-99.2 - Bausch Health Companies Inc. | y86806exv99w2.htm |
EX-10.1 - EX-10.1 - Bausch Health Companies Inc. | y86806exv10w1.htm |
Exhibit 99.1
Valeant and Biovail Announce Results of Special Meetings of Shareholders
ALISO VIEJO, California and TORONTO, Ontario, September 27, 2010
Valeant Pharmaceuticals International (NYSE: VRX) and Biovail Corporation (NYSE/TSX: BVF) announced
that at todays 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 Biovails 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 Valeants 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 Biovails 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 Valeants and Biovails reports filed with the Securities and Exchange Commission
(SEC) and, in Biovails 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 Valeants and Biovails Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, and Item 1.A in each of Valeants and Biovails 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 Biovails case, on
SEDAR at www.sedar.com. Investors may also obtain these documents, free of charge, from Valeants
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
Biovails 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 Valeants 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 Biovails 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.
Contact Information:
Contact for Valeant
|
Contact for Biovail | |
Laurie W. Little
|
Nelson F. Isabel | |
949-461-6002
|
905-286-3000 | |
laurie.little@valeant.com
|
ir@biovail.com |