Article
Valeant Pharmaceuticals International and Salix Pharmaceuticals have entered into an amendment to their Agreement and Plan of Merger, dated February 20, 2015.
PRESS RELEASE
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 1
st, 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".