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8-K/A - FORM 8-K/A - Bausch Health Companies Inc.d301577d8ka.htm
EX-23.1 - CONSENT OF INDEPENDENT AUDITOR - Bausch Health Companies Inc.d301577dex231.htm
EX-99.1 - AUDITED SPECIAL-PURPOSE STATEMENT OF ASSETS (ORTHO DERMATOLOGICS) - Bausch Health Companies Inc.d301577dex991.htm

Exhibit 99.2

VALEANT PHARMACEUTICALS INTERNATIONAL, INC. AND

ORTHO DERMATOLOGICS DIVISION OF JANSSEN PHARMACEUTICALS, INC

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

The unaudited pro forma condensed combined statements of income for the fiscal year ended December 31, 2010 and for the nine months ended September 30, 2011 combine the historical consolidated statements of income of Valeant Pharmaceuticals International, Inc. (“Valeant”) and the special-purpose financial statements of Ortho Dermatologics division of Janssen Pharmaceuticals, Inc (“Ortho”), as if the acquisition had occurred on January 1, 2010. The unaudited pro forma condensed combined statements of income for the fiscal year ended December 31, 2010 also combine the historical consolidated statements of income of Biovail Corporation (“Biovail”, subsequently renamed Valeant Pharmaceuticals International, Inc.) and Valeant Pharmaceuticals International (“Old Valeant”), giving effect to the acquisition of Old Valeant by Biovail (the “Merger”), as more fully described in Valeant’s Annual Report on Form 10-K for the year ended December 31, 2010, which took place on September 28, 2010, as if it had occurred on January 1, 2010.

The unaudited pro forma condensed combined balance sheet as of September 30, 2011 combines the historical consolidated balance sheet of Valeant and the unaudited special-purpose statement of assets to be sold of Ortho, giving effect to the acquisition as if it had occurred on September 30, 2011.

The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statements of income, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on the:

 

   

separate audited consolidated financial statements of Valeant as of and for the year ended December 31, 2010 and the related notes included in Valeant’s Annual Report on Form 10-K for the year ended December 31, 2010;

 

   

separate unaudited statement of income of Old Valeant for the period from January 1, 2010 to September 27, 2010, which combines the unaudited consolidated statement of operations for the six months ended June 30, 2010, which was included in Old Valeant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and the unaudited consolidated statement of operations for the period from July 1, 2010 to September 27, 2010;

 

   

separate audited special-purpose financial statements of Ortho as of and for the year ended January 2, 2011 and the related notes for the year then ended included herein;

 

   

separate unaudited consolidated financial statements of Valeant as of and for the nine months ended September 30, 2011 and the related notes included in Valeant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011; and

 

   

separate unaudited special-purpose financial statements of Ortho as of and for the nine months ended October 2, 2011 and the related notes included herein.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the acquisitions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined

 

1


company. There were no material transactions between Valeant and Ortho, between Old Valeant and Ortho or between Biovail and Old Valeant during the periods presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under U.S. GAAP. The accounting for the acquisition of Ortho is dependent upon certain valuations that are provisional and is subject to change. Valeant will finalize these amounts as it obtains the information necessary to complete the measurement process. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and Valeant’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisition, the costs to integrate the operations of Valeant and Ortho or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

 

2


UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF INCOME

For the year ended December 31, 2010

 

     Valeant     Old Valeant
(Jan 1 - Sep 27)
    Pro forma
adjustments
(Note 6)
    Valeant
Pro forma
    Ortho      Pro forma
adjustments
(Note 7)
    Pro forma
combined
 
     (All dollar amounts expressed in thousands of U.S. dollars except per share data)  

Revenue

               

Product sales

   $ 1,133,371      $ 634,550        $ 1,767,921      $ 147,097         $ 1,915,018   

Alliance and royalty

     35,109        98,888          133,997             133,997   

Service and other

     12,757        13,359          26,116             26,116   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
     1,181,237        746,797          1,928,034        147,097           2,075,131   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Expenses

               

Cost of goods sold (exclusive of amortization of intangible assets shown below)

     395,595        185,334        (52,450 ) (b),(g),(i)      528,479        20,358         (867 ) (A)      547,970   

Cost of alliance and service revenues

     10,155        9,410          19,565             19,565   

Selling, general and administrative

     276,546        229,908        19,927  (b),(g)      526,381        46,004           572,385   

Research and development

     68,311        37,270        440  (b),(g)      106,021        18,599           124,620   

Amortization of intangible assets

     219,758        67,641        109,972  (a)      397,371           39,081  (A),(B)      436,452   

Restructuring and integration costs

     140,840        31,878        (162,722 ) (h)      9,996             9,996   

Acquired in-process research and development

     89,245        —            89,245             89,245   

Acquisition-related costs

     38,262        75,718        (109,550 ) (h)      4,430             4,430   

Legal settlements

     52,610        1,550          54,160             54,160   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
     1,291,322        638,709        (194,383     1,735,648        84,961         38,214        1,858,823   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Operating income (loss)

     (110,085     108,088        194,383        192,386        62,136         (38,214     216,308   

Interest income

     1,294        1,162          2,456             2,456   

Interest expense

     (84,307     (54,614     (84,870 ) (c)      (223,791        (10,458 ) (D)      (234,249

Write-down of deferred financing costs

     (5,774     —          5,774  (d)      —               —     

Foreign exchange and other

     574        (3,253       (2,679          (2,679

Loss on extinguishment of debt

     (32,413     (205,591     205,591  (e)      (32,413          (32,413

Gain (loss) on investments, net

     (5,552     —            (5,552          (5,552
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) from continuing operations before recovery of income taxes

     (236,263     (154,208     320,878        (69,593     62,136         (48,672     (56,129

(Recovery of) provision for income taxes

     (28,070     (46,059     70,567  (f)      (3,562        957  (C)      (2,605
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) from continuing operations

     (208,193     (108,149     250,311        (66,031     62,136         (49,629     (53,524

Less: income from continuing operations attributable to non-controlling interest

       3          3             3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) from continuing operations attributable to controlling interest

   $ (208,193   $ (108,152   $ 250,311      $ (66,034   $ 62,136       $ (49,629   $ (53,527
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Loss from continuing operations attributable to controlling interest per share - basic

   $ (1.06       $ (0.22        $ (0.18
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Loss from continuing operations attributable to controlling interest per share - diluted

   $ (1.06       $ (0.22        $ (0.18
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Weighted-average common shares

               

Basic

     195,808            299,984             299,984   

Diluted

     195,808            299,984             299,984   

See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The pro forma adjustments are explained in Notes 6. Pro Forma Adjustments in connection with the Biovail-Valeant Merger and 7. Pro Forma Adjustments in connection with the Acquisition of Ortho.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF INCOME

For the nine months ended September 30, 2011

 

     Valeant     Pro forma
adjustments
(Note 6)
    Valeant
Pro forma
    Ortho      Pro forma
adjustments
(Note 7)
    Pro forma
combined
 
     (All dollar amounts expressed in thousands of U.S. dollars except per share data)  

Revenue

             

Product sales

   $ 1,600,879        $ 1,600,879      $ 104,999         $ 1,705,878   

Alliance and royalty

     146,873          146,873             146,873   

Service and other

     27,245          27,245             27,245   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
     1,774,997          1,774,997        104,999           1,879,996   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Expenses

             

Cost of goods sold (exclusive of amortization of intangible assets shown below)

     501,767        (27,269 ) (i)      474,498        15,444         (650 ) (A)      489,292   

Cost of alliance and service revenues

     40,418          40,418             40,418   

Selling, general and administrative

     423,964          423,964        34,513           458,477   

Research and development

     48,910          48,910        12,714           61,624   

Amortization of intangible assets

     365,016          365,016           29,311  (A), (B)      394,327   

Restructuring and integration costs

     61,039          61,039             61,039   

Acquired in-process research and development

     4,000          4,000             4,000   

Acquisition-related costs

     12,874          12,874           (1,479 ) (E)      11,395   

Legal settlements

     2,400          2,400             2,400   

Acquisition-related contingent consideration

     9,042          9,042             9,042   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
     1,469,430        (27,269     1,442,161        62,671         27,182        1,532,014   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Operating income

     305,567        27,269        332,836        42,328         (27,182     347,982   

Interest income

     2,941          2,941             2,941   

Interest expense

     (239,328       (239,328        (7,844 ) (D)      (247,172

Loss on extinguishment of debt

     (33,325       (33,325          (33,325

Foreign exchange and other

     64          64             64   

Gain (loss) on investments, net

     22,787          22,787             22,787   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income before recovery of income taxes

     58,706        27,269        85,975        42,328         (35,026     93,277   

(Recovery of) provision for income taxes

     (44,998     10,362  (f)      (34,636        547  (C)      (34,089
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net income

   $ 103,704      $ 16,907      $ 120,611      $ 42,328       $ (35,573   $ 127,366   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Basic earnings per share

   $ 0.34        $ 0.40           $ 0.42   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Diluted earnings per share

   $ 0.32        $ 0.37           $ 0.39   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Weighted-average common shares

             

Basic

     303,285          303,285             303,285   

Diluted

     329,010          329,010             329,010   

See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The pro forma adjustments are explained in Notes 6. Pro Forma Adjustments in connection with the Biovail-Valeant Merger and 7. Pro Forma Adjustments in connection with the Acquisition of Ortho.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED

BALANCE SHEET

As of September 30, 2011

 

     Valeant     Ortho      Pro forma
adjustments
(Note 7)
    Pro forma
combined
 
     (All dollar amounts expressed in thousands of U.S. dollars)  

Assets

         

Current

         

Cash and cash equivalents

   $ 254,559      $ —         $ (26,385 ) (L), (M)    $ 228,174   

Marketable securities

     2,967        —           —          2,967   

Accounts receivable, net

     450,379        —           —          450,379   

Inventories, net

     259,648        2,183         3,986  (F)      265,817   

Prepaid expenses and other current assets

     32,855        —           —          32,855   

Assets held for sale

     3,644        —           —          3,644   

Income taxes receivable

     17,528        —           —          17,528   

Deferred tax assets, net

     77,529        —           —          77,529   
  

 

 

   

 

 

    

 

 

   

 

 

 
     1,099,109        2,183         (22,399     1,078,893   

Property, plant and equipment, net

     355,663        222         (16 ) (H)      355,869   

Intangible assets, net

     6,832,698        6,237         331,680  (G)      7,170,615   

Goodwill

     3,379,137        —           3,507  (I)      3,382,644   

Deferred tax assets, net

     93,637        —           —          93,637   

Other long-term assets, net

     58,117        —           —          58,117   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total assets

   $ 11,818,361      $ 8,642       $ 312,772      $ 12,139,775   
  

 

 

   

 

 

    

 

 

   

 

 

 

Liabilities

         

Current

         

Accounts payable

   $ 148,777      $ —         $ —        $ 148,777   

Accrued liabilities

     468,241        —           —          468,241   

Acquisition-related contingent consideration

     145,611        —           —          145,611   

Income taxes payable

     41,639        —           —          41,639   

Deferred revenue

     14,747        —           —          14,747   

Current portion of long-term debt

     38,943        —           —          38,943   

Liabilities for uncertain tax positions

     646        —           —          646   

Deferred tax liabilities, net

     4,063        —           —          4,063   
  

 

 

   

 

 

    

 

 

   

 

 

 
     862,667        —           —          862,667   

Deferred revenue

     41,409        —           —          41,409   

Acquisition-related contingent consideration

     278,706        —           —          278,706   

Long-term debt

     5,187,968        —           323,535  (K)      5,511,503   

Liabilities for uncertain tax positions

     103,208        —           —          103,208   

Other long-term liabilities

     1,177,905        —           —          1,177,905   

Deferred tax liabilities, net

     152,399        —           1,690  (J)      154,089   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total liabilities

     7,804,262        —           325,225        8,129,487   
  

 

 

   

 

 

    

 

 

   

 

 

 

Shareholders’ equity

         

Common shares

     5,981,493        —           —          5,981,493   

Additional paid-in capital

     275,277        —           —          275,277   

Accumulated deficit

     (2,056,402     —           (3,811 ) (M)      (2,060,213

Accumulated other comprehensive income

     (186,269     —           —          (186,269
  

 

 

   

 

 

    

 

 

   

 

 

 

Total shareholders’ equity

     4,014,099        —           (3,811     4,010,288   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 11,818,361      $ —         $ 321,414      $ 12,139,775   

See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The pro forma adjustments are explained in Note 7. Pro Forma Adjustments in connection with the Acquisition of Ortho.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

 

1. Description of Transaction

On July 15, 2011, Valeant entered into an agreement to acquire the assets of the Ortho Dermatologics division of Janssen Pharmaceuticals, Inc. for a total consideration of $346.1 million for the assets, which includes prescription brands RETIN-A MICRO®, ERTACZO®, and RENOVA®. The transaction closed on December 12, 2011.

 

2. Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements, and was based on the historical financial statements of Valeant and the historical special-purpose financial statements of Ortho. Those special-purpose financial statements only present the assets being sold as part of the acquisition of Ortho by Valeant and the revenues and expenses of Ortho, including certain allocated expenses of Janssen Pharmaceuticals Inc.

Certain reclassifications have been made to the historical financial statements of Old Valeant and historical special-purpose financial statements of Ortho to conform to the financial statement presentation adopted by Valeant. The adjustments made to the historical financial statements of Old Valeant primarily relate to the presentation of alliance and royalty revenue, service and other revenue, in-process research and development charges, restructuring charges, acquisition-related costs, and accrued liabilities for uncertain taxes. The adjustments made to the historical special-purpose financial statements of Ortho relate to the presentation of amortization expense.

Under the acquisition method of accounting, the assets acquired of Ortho and the related deferred taxes have been recorded as of the completion of the acquisition, primarily at their respective fair values and added to those of Valeant. Financial statements and reported results of operations of Valeant issued after completion of the acquisition will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Ortho.

Under ASC 805, acquisition-related transaction costs (i.e., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Total acquisition-related transaction costs incurred in connection with the Biovail-Valeant Merger was $109.6 million. Total acquisition-related transaction costs expected to be incurred by Valeant in connection with the acquisition of Ortho are estimated to be approximately $5.3 million, of which $1.5 million had been incurred in the nine months ended September 30, 2011. The remaining estimated transaction costs are reflected in these unaudited pro forma condensed combined balance sheet as of September 30, 2011 as a reduction to cash and cash equivalents and an increase to accumulated deficit.

 

3. Accounting Policies

Valeant completed a review of Ortho’s accounting policies and did not identify any differences that would have a material impact on the combined financial statements. The unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.

 

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4. Fair Value of Consideration Transferred

Pursuant to the terms of the Asset Purchase Agreement, Valeant acquired the assets of the Ortho for cash consideration of $346.1 million. The purchase price is subject to a closing inventory adjustment, which will be finalized within ninety days after the closing date. Purchase price adjustments recorded subsequent to this date will affect the recorded amount of goodwill.

The following table summarizes the consideration paid for the acquisition of Ortho, including an estimate of the inventory adjustment. The purchase price set out below is preliminary and subject to change as final information becomes available:

 

(In thousands)

      

Initial purchase price

   $ 345,000   

Closing inventory adjustment

     1,109  
  

 

 

 

Cash consideration transferred

   $ 346,109   
  

 

 

 

 

5. Assets Acquired and the Related Deferred Taxes

The following table summarizes the estimated fair values of the assets acquired by Valeant and the related deferred taxes in the connection with the acquisition of Ortho as of the acquisition date. These amounts are provisional and subject to change.

 

(In thousands)

      

Inventories (a)

   $ 6,169   

Identifiable intangible assets (b)

     337,917   

Property, plant and equipment

     206   

Deferred income taxes, net (c)

     (1,690
  

 

 

 

Total identifiable net assets acquired

   $ 342,602   
  

 

 

 

Goodwill (d)

     3,507   
  

 

 

 

Net assets acquired

   $ 346,109   
  

 

 

 

 

(a) A preliminary fair value of $6.2 million has been allocated to inventory acquired. Valeant’s assumptions as to the fair value of Ortho’s inventory may change as it conducts, with the assistance of a third party appraiser, a valuation of Ortho’s inventory. Valeant’s pro forma fair value adjustment to inventory is based on Ortho’s inventory at the acquisition date, adjusted as follows based on Valeant management’s estimates using the following valuation methods:

 

  i. Finished goods at estimated selling prices less the sum of costs of disposal and a reasonable profit allowance for the selling effort of a market participant;

 

  ii. Work in process at estimated selling prices of finished goods less the sum of costs to complete, costs of disposal, and a reasonable profit allowance for the completing and selling effort of a market participant based on profit for similar finished goods; and

 

  iii. Raw materials at current replacement costs.

 

(b) A preliminary fair value estimate of $337.9 million has been allocated to intangible assets acquired, primarily consisting of product brands and in-process research and development (“IPR&D”). Amortization related to the fair value of amortizable intangible assets, taken over a weighted average life of 9 years for product brands is reflected as pro forma adjustments to the unaudited pro forma combined condensed statements of income.

A key variable in determining the fair value of IPR&D includes the application of probability

 

7


factors related to the likelihood of success of the respective products reaching each remaining stage of clinical and regulatory development, including market commercialization. Given the preliminary stage of development of the product candidates at the acquisition date, future cash flows were not estimated and the fair value of IPR&D has been determined on the basis of a cost approach. Using the cost approach, the fair value was based on the development activities and related expenditures incurred since inception of the IPR&D program.

 

(In thousands)

   Estimated
Fair Value
     Average
Estimated
Useful Life
 

Product brands

   $ 333,599         9 years   

IPR&D – indefinite-lived *

     4,318         N/A   
  

 

 

    

 

 

 

Total

   $ 337,917      
  

 

 

    

 

 

 

 

* Acquired IPR&D assets are initially recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the acquisition date, these assets will not be amortized into earnings; instead these assets will be subject to periodic impairment testing. Upon successful completion of the development process for an acquired IPR&D project, a determination as to the useful life of the asset will be made; at that point in time, the asset would then be considered a finite-lived intangible asset and amortization of the asset into earnings would commence. If an IPR&D project were not successfully developed, an impairment charge would result.

 

(c) Represents the estimated deferred income tax liability, based on an estimated income tax rate of 1%, multiplied by the deductible portion of the intangible assets arising from the acquisition of Ortho. The acquisition of Ortho is treated as an asset acquisition for tax purposes and there is no difference between the accounting and tax bases for the assets acquired except for intangible assets. The intangible assets were primarily acquired by Valeant’s operating subsidiary in Barbados, which is subject to a low effective tax rate. The pro forma adjustment to record the effect of deferred taxes was computed as follows:

 

(In thousands)

      

Estimated fair value adjustment of identifiable intangible assets acquired

   $ 337,917   

Less: non-deductible portion under the respective tax laws

     (168,958
  

 

 

 

Deductible portion of fair value adjustment of identifiable intangible assets acquired

     168,959   
  

 

 

 

Deferred income tax associated with the identifiable intangible assets acquired at 1% tax rate

   $ 1,690   
  

 

 

 

 

(d) Goodwill is calculated as the difference between the acquisition date fair value of the consideration expected to be transferred and the preliminary fair values assigned to the assets acquired and the related deferred taxes. Goodwill is not amortized and is not deductible for tax purposes.

 

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6. Pro Forma Adjustments in connection with the Biovail-Valeant Merger

This note summarizes the pro forma adjustments in connection with the Biovail-Valeant Merger to give effect to the Merger as if it had occurred on January 1, 2010:

 

(a) To record amortization expense as follows:

 

(In thousands)

   Year Ended
December 31,
2010
 

Eliminate Old Valeant’s historical intangible asset amortization expense

   $ (67,641

Estimated amortization expense of acquired finite lived intangible assets

  

Product brands (estimated to be $2,923,910 over weighted average useful life of 16 years)

     171,814   

Corporate brands (estimated to be $168,700 over weighted average useful life of 20 years)

     8,435   

Product rights (estimated to be $308,021 over weighted average useful life of 9 years)

     43,591   

Out-licensed technology and other (estimated to be $218,740 over weighted average useful life of 7 years)

     39,736   

Reverse post-Merger amortization expense of acquired finite lived intangible assets recognized by Valeant

     (85,963
  

 

 

 

Total

   $ 109,972   
  

 

 

 

Amortization expense related to intangible assets that arose from business combinations completed by Old Valeant in the second quarter of 2010 has been included in the unaudited pro forma condensed consolidated statement of income as if Biovail had acquired those intangible assets as of the date on which each respective business combination was consummated.

 

(b) To record depreciation expense related to property, plant and equipment fair value increments, as follows:

 

(In thousands)

   Year Ended
December 31,
2010
 

Estimated depreciation expense for fair value increments:

  

Buildings (estimated to be $(4,567) over remaining useful life of 30 years)

   $ (152

Machinery and equipment, automobiles (estimated to be $12,453 over remaining useful life of 7 years)

     1,779   

Furniture and fixtures (estimated to be $(3,760) over remaining useful life of 7 years)

     (537

Reverse post-Merger depreciation expense for the fair value increments recognized by Valeant

     (272
  

 

 

 

Total

   $ 818   
  

 

 

 

Depreciation expense relating to property, plant and equipment fair value increments has been allocated to cost of goods sold, research and development, and selling, general and administrative in the following percentages: 50%, 4%, 46%, respectively, which is consistent with Old Valeant’s historical allocation.

 

(c) To record the following debt related adjustments:

 

(In thousands)

   Year Ended
December 31,
2010
 

Eliminate interest expense recorded by Old Valeant related to debt that was refinanced in connection with the Biovail-Valeant Merger(a)

   $ (39,317

Amortization of the fair value adjustment to Old Valeant’s 4% convertible subordinated notes(b)

     (1,600

Additional interest expense related to the new debt in connection with the Biovail-Valeant Merger(c)

     175,220   

 

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Eliminate amortization of deferred financing costs recorded by Biovail related to the senior secured revolving credit facility(d)

     (1,627

Reverse interest expense related to the new debt in connection with the Merger recognized by Valeant in the post-Merger period

     (47,806
  

 

 

 

Total

   $ 84,870   
  

 

 

 

 

  (a) Interest expense, including amortization of original issue discount and underwriter fees, on Old Valeant 8.375% and 7.625% senior unsecured notes and senior secured term loan, is eliminated as these notes and term loan were repaid as part of the Merger transaction.
  (b) Fair value adjustment to existing Old Valeant debt will be amortized to net earnings of Valeant using the effective interest method. The effective interest rate is 4.62%.
  (c) Old Valeant, in connection with the Merger, secured financing of $125 million under a senior secured revolving credit facility, $1.0 billion under a senior secured term loan A facility (the “Term Loan A Facility”), and $1.625 billion under a senior secured term loan B facility (the “Term Loan B Facility”). Old Valeant borrowed an aggregate of $2.5 billion under the Term Loan A and Term Loan B Facilities and used a portion of the proceeds to undertake the following transactions prior to the Merger:

 

   

fund the payment of the special dividend of $16.77 per share of Old Valeant common stock to Old Valeant stockholders of record;

 

   

fund the legal defeasance of Old Valeant’s existing 8.375% and 7.625% senior unsecured notes, by depositing with the trustee amounts sufficient to pay 100% of the outstanding aggregate principal amount of the notes, plus applicable premium and accrued and unpaid interest, on October 27, 2010; and

 

   

fund the repayment in full of indebtedness under Old Valeant’s existing senior unsecured term loan.

Concurrent with the closing of the Merger, Old Valeant issued $500.0 million aggregate principal amount of 6.75% senior notes due October 1, 2017 (the “6.75% Senior Notes”) and $700.0 million aggregate principal amount of 7.00% senior notes due October 1, 2020 (the “7.00% Senior Notes”). A portion of the 6.75% Senior Notes and the 7.00% Senior Notes was used to pay down $1.0 billion of the Term B Loan Facility. The effective interest rates for the 6.75% Senior Notes and the 7.00% Senior Notes are 6.84% and 7.09%, respectively.

Effective November 29, 2010, Valeant terminated and prepaid the remaining balance of the Term Loan B Facility with the net proceeds from the issuance of the 2018 Senior Notes. The 2018 Senior Notes has aggregate principal amount of $1.0 billion and bears interest at a rate of 6.875%. The effective interest rate for the 2018 Senior Notes is 7.00%.

In addition, effective March 8, 2011, Valeant terminated and prepaid the Term Loan A Facility in full with the net proceeds from the issuance of the 2016 Senior Notes and the 2022 Senior Notes. The 2016 Senior Notes has aggregate principal amount of $950 million and bears interest at a rate of 6.5% whereas the 2022 Senior Notes has aggregate principal amount of $550 million and bears interest at a rate of 7.25%. The effective interest rates for the 2016 Senior and the 2022 Senior Notes are 6.50% and 7.50%, respectively.

The pro forma adjustment above reflects the effect of the refinancing transactions described above.

 

  (d) Amortization of deferred financing costs related to Biovail’s senior secured revolving credit facility is eliminated as this facility has been terminated in connection with the Merger.

 

(d) To eliminate the write-off of deferred financing costs related to Biovail’s senior secured revolving credit facility, which was terminated in connection with the Merger, as they do not have a continuing impact on Valeant’s financial results.

 

(e) To eliminate the loss on extinguishment of debt related to Old Valeant’s debt that was repaid in connection with the Merger.

 

(f)

To record an estimate of the deferred income tax impacts of the acquisition on the balance sheet and income statement, primarily related to the additional expense on incremental debt to finance the acquisition, estimated fair value adjustments for inventory, property, plant and equipment and intangibles and reversal of acquisition-related transaction costs (see note 6(a), (b), (c), (d), (e), (g), (h),

 

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(i)). A combined U.S. Federal and state estimated tax rate of 38% has been used in accordance with Valeant’s intention to repatriate to the U.S. the earnings of non-U.S. subsidiaries which are owed by the U.S. corporation. The effective tax rate of Valeant could be significantly different than the tax rates assumed for purposes of preparing the unaudited pro forma condensed combined financial statements for a variety of factors, including post-acquisition activities. Valeant has assumed that the remaining net deferred tax assets will be utilized based on reversing temporary differences, expected future income and, if necessary, available tax-planning strategies relating to the timing of the repatriation of foreign earnings which are not permanently reinvested.

 

(g) To adjust share-based compensation expense related to unvested stock options and restricted stock units (RSUs) issued by Valeant to replace Old Valeant stock options and RSUs:

 

(In thousands)

   Year Ended
December 31,
2010
 

Eliminate Old Valeant’s historical share-based compensation expense

   $ (18,886

Estimated share-based compensation relating to the Valeant stock options and RSUs issued to replace the unvested Old Valeant stock options and RSUs

     80,798   

Reverse share-based compensation in connection with the replacement options and RSUs recognized by Valeant subsequent to the Merger

     (41,547
  

 

 

 

Total

   $ 20,365   
  

 

 

 

The share-based compensation adjustment has been allocated to the cost of goods sold, research and development, and selling, general and administrative in the following percentages: 2%, 2%, 96%, respectively, which is consistent with Old Valeant’s historical allocation.

 

(h) To eliminate acquisition-related transaction costs and restructuring charges incurred by Valeant and Old Valeant in connection with the Merger as they do not have a continuing impact on Valeant’s financial results.

 

(i) Valeant’s cost of sales for the year ended December 31, 2010 includes the fair value adjustment related to inventory acquired as part of the Biovail-Valeant Merger. Given the sale of the acquired inventory is expected to occur within the first year subsequent to the Merger, there is no continuing impact of the acquired inventory adjustment on Valeant’s operating results, and as such, the inventory fair value adjustment recognized for the year ended December 31, 2010 and for the nine months ended September 30, 2011 has been reversed for purposes of the unaudited pro forma condensed combined statement of income.

 

7. Pro Forma Adjustments in connection with the Acquisition of Ortho

This note should be read in conjunction with Note 1. Description of Transaction; Note 2. Basis of Presentation; Note 4. Fair Value of Consideration Transferred; and Note 5. Assets Acquired and the Related Deferred Taxes. The following summarizes the pro forma adjustments in connection with the acquisition of Ortho to give effect to the acquisition as if it had occurred on January 1, 2010 for purposes of the pro forma condensed combined statements of income and on September 30, 2011 for purposes of the pro forma condensed combined balance sheet:

 

(A) To reclassify amortization expense from cost of goods sold to conform to Valeant’s financial statement presentation.

 

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(B) To record an estimate of intangible asset amortization as follows:

 

(In thousands)

   Year Ended
December 31,
2010
    Nine Months
Ended
September 30,
2011
 

Reclassification of amortization expense to conform to Valeant presentation

   $ 867      $ 650   

Eliminate Ortho’s historical intangible asset amortization expense

     (867     (650

Estimated amortization expense of acquired finite-lived intangibles:

    

Product brands (estimated to be $333,599 over weighted average of 9 years)

     39,081        29,311   
  

 

 

   

 

 

 

Total

   $ 39,081      $ 29,311   
  

 

 

   

 

 

 

 

(C) To record an additional provision for income taxes on the operating results of Ortho at the estimated effective tax rate of 4%. Ortho was not a standalone tax paying entity prior to the acquisition and therefore, the adjustment reflects the incremental taxes Valeant would have incurred on the pre-tax income of Ortho, net of the pro forma adjustments. No tax effect is recorded on the allocation of interest expense (see Note (D)) due to the cumulative tax losses incurred by Valeant do not the support the recognition of such tax benefits.

 

(D) To record an allocation of the interest expense on the $2 billion senior secured credit facilities obtained by Valeant on October 20, 2011, of which a portion of the proceeds was used to fund the acquisition of Ortho.

The senior secured credit facilities consist of a $275 million revolving credit facility, including a sublimit for the issuance of standby and commercial letters of credit and a sublimit for swing line loans (the “Revolving Credit Facility”), and a $1.725 billion senior secured term loan A facility (the “Term Loan A Facility”), which includes a $500 million delayed draw term loan facility (the “Delayed Draw Facility” and, together with the Revolving Credit Facility and the Term Loan A Facility, the “Senior Secured Credit Facilities”). The Revolving Credit Facility matures on April 20, 2016 and does not amortize. The Term Loan A Facility matures on April 20, 2016 and amortizes quarterly commencing March 31, 2012 at an initial annual rate of 5.0%. The amortization schedule under the Term Loan A Facility will increase to 10.0% annually commencing March 31, 2013 and 20% annually commencing March 31, 2014, payable in quarterly installments.

Borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum equal to, at Valeant’s option, either (a) a base rate determined by reference to the higher of (1) the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section, as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty largest banks) and (2) the federal funds effective rate plus 1/2 of 1% or (b) a LIBO rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, in each case plus an applicable margin. The initial applicable margin for borrowings under the senior secured credit facilities is 1.75% with respect to base rate borrowings and 2.75% with respect to LIBO rate borrowings. Interest rates are subject to increase or decrease quarterly based on leverage ratios.

The effective interest rate for the Senior Secured Credit Facilities is 3.3%. A 100 basis-point change in interest rate could increase or decrease interest expense for the year ended December 31, 2010 and for the nine months ended September 30, 2011 by $3.2 million and $2.4 million, respectively.

 

12


(E) To eliminate acquisition-related transaction costs incurred by Valeant in connection with the acquisition of Ortho for the nine months ended September 30, 2011 as they do not have a continuing impact on Valeant’s financial results.

 

(F) To adjust acquired inventory to an estimate of fair value. Subsequent to the acquisition, Valeant’s cost of sales will reflect the increased valuation of Ortho’s inventory as the acquired inventory is sold which is expected to occur within the first year post-acquisition. There is no continuing impact of the acquired inventory adjustment on the combined operating results, and as such, it is not included in the unaudited pro forma condensed combined statement of income.

 

(G) To adjust intangible assets (including IPR&D intangibles) to an estimate of fair value, as follows:

 

(In thousands)

      

Eliminate Ortho’s historical intangible assets

   $ (6,237

Estimated fair value of intangible assets acquired

     337,917   
  

 

 

 

Total

   $ 331,680   
  

 

 

 

 

(H) To adjust property, plant and equipment to an estimate of fair value.

 

(I) To record goodwill arising from the acquisition.

 

(J) To record an estimate of deferred tax liabilities on assets acquired.

 

(K) To record a portion of the $2 billion Senior Secured Credit Facilities obtained by Valeant on October 21, 2011 that was used to fund the acquisition of Ortho.

 

(L) To record the cash impact of the acquisition of Ortho, including financing and transaction costs, as follows:

 

(In thousands)

      

Cash consideration transferred

   $ (346,109

Proceeds from senior secured credit facilities (see Note (K))

     323,535   

Acquisition-related transaction costs (see Note (M))

     (3,811
  

 

 

 

Total

   $ (26,385
  

 

 

 

 

(M) To record acquisition-related costs incurred in connection with the acquisition of Ortho that has not been reflected in the historical financial statements of Valeant. The amount is recorded as a reduction to cash and cash equivalents and an increase to accumulated deficit.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

These unaudited pro forma condensed combined financial statements may be deemed to be forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the words “believe,” “expect,” “anticipate,” “intend,” “estimate” and similar expressions. Such statements may include, but are not limited to, statements about the benefits of the acquisition between Valeant and

 

13


Ortho, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are based largely on management’s expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. Neither Valeant nor Ortho undertake any obligation to update publicly or revise any forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the expected synergies from the acquisition of Valeant and Ortho will not be realized within the expected time period, due to, among other things, the impact of pharmaceutical industry regulation and pending legislation that could affect the pharmaceutical industry; the risk that the businesses will not be integrated successfully; disruption from the acquisition making it more difficult to maintain business and operational relationships; the possibility that the acquisition does not close, including, but not limited to, due to the failure to satisfy the closing conditions; Valeant’s and Ortho’s ability to accurately predict future market conditions; dependence on the effectiveness of Valeant’s and Ortho’s patents and other protections for innovative products; the risk of new and changing regulation and health policies in the U.S. and internationally and the exposure to litigation and/or regulatory actions. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Valeant’s 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2011, (http://www.sec.gov).

 

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