LAVAL, Quebec, March 12, 2018 /PRNewswire/ -- Valeant
Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX)
("Valeant") and Valeant Pharmaceuticals International ("VPI," and
together with Valeant, the "Offerors"), a wholly owned subsidiary
of Valeant, incorporated in Delaware, announced today that they have
increased the maximum aggregate principal amount of their
respective outstanding notes listed in the table below
(collectively, the "Notes") that they may purchase pursuant to the
previously announced cash tender offers (collectively, the "Tender
Offer," and each offer to purchase a series of notes individually,
a "Tender Offer") upon terms and subject to the conditions set
forth in the Offer to Purchase, dated March
12, 2018 (the "Offer to Purchase"), as supplemented by this
release, and a related Letter of Transmittal. The Company and VPI
announced that they have increased the maximum aggregate principal
amount of Notes that may be purchased (the "Aggregate Maximum
Purchase Amount") pursuant to the Tender Offers from $1,250,000,000 to $1,500,000,000. Valeant is the Offeror for the
notes issued by it, and VPI is the Offeror for the notes issued by
it. All other terms and conditions of the Tender Offers will remain
the same.
The following table sets forth certain terms of the Tender
Offers:
Issuer
|
Series of
Notes
|
144A
CUSIP/ISIN
Number
|
Reg S
CUSIP/ISIN
Number
|
Aggregate
Principal
Amount
Outstanding
|
Tender
Cap1
|
Acceptance
Priority
Level
|
Tender Offer
Consideration2
|
Early
Tender
Premium2
|
Total
Consideration2,3
|
VPI
|
6.375%
Senior Notes
Due 2020
|
91829KAA1 /
US91829KAA16
|
U93008AA5 /
USU93008AA57
|
$660,530,000
|
N/A
|
1
|
$985.94
|
$30.00
|
$1,015.94
|
Valeant
|
5.375%
Senior Notes
Due 2020
|
91831AAA9 /
US91831AAA97
|
C96729AA3 /
USC96729AA31
|
$1,708,415,000
|
N/A
|
2
|
$983.44
|
$30.00
|
$1,013.44
|
VPI
|
6.750%
Senior Notes
Due 2021
|
91911XAQ7
/
US91911XAQ79
|
U9098WAA8
/
USU9098WAA81
|
$650,000,000
|
$100,000,000
|
3
|
$965.00
|
$30.00
|
$995.00
|
1
|
A $100,000,000 cap
(the "Tender Cap") applies to the aggregate principal amount of the
6.750% Senior Notes due 2021 (the "6.750% Notes" or the "Priority 3
Notes").
|
2
|
Per $1,000 principal
amount of Notes validly tendered and accepted for purchase in the
applicable Tender Offer (exclusive of any Accrued Interest, which
will be paid by the applicable Offeror in addition to the Tender
Offer Consideration or the Total Consideration, as applicable, to,
but not including, the applicable Settlement Date).
|
3
|
Includes the
applicable Early Tender Premium, if any.
|
The Tender Offers will expire at 11:59
p.m., New York City time,
on April 9, 2018 (such date and time
with respect to a Tender Offer, as it may be extended for such
Tender Offer, the "Expiration Date"). No tenders will be valid if
submitted after the Expiration Date. Tendered Notes may be
withdrawn from the Tender Offers at or prior to, but not after,
5:00 p.m., New York City time, on March 23, 2018 (such date and time with respect
to a Tender Offer, as it may be extended for such Tender Offer, the
"Withdrawal Deadline"). Holders of Notes who tender their Notes
after the Withdrawal Deadline, but prior to the Expiration Date,
may not withdraw their tendered Notes, except for certain limited
circumstances where additional withdrawal rights are required by
law.
Subject to the terms and conditions of the Tender Offers, the
consideration for each $1,000
principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase pursuant to the Tender Offers
will be the tender offer consideration for the applicable series of
Notes set forth in the table above (with respect to each series of
Notes, the "Tender Offer Consideration"). Holders of Notes that are
validly tendered (and not validly withdrawn) at or prior to
5:00 p.m., New York City time, on March 23, 2018 (such date and time with respect
to a Tender Offer, as it may be extended for such Tender Offer, the
"Early Tender Date") and accepted for purchase pursuant to the
Tender Offers will receive the applicable Tender Offer
Consideration plus the early tender premium, if any, for the
applicable series of Notes set forth in the table above (with
respect to each series of Notes, the "Early Tender Premium" and,
together with the applicable Tender Offer Consideration, the "Total
Consideration"). Holders of Notes validly tendered after the Early
Tender Date, but at or prior to the Expiration Date, and accepted
for purchase pursuant to the Tender Offers will receive the
applicable Tender Offer Consideration, but not the Early Tender
Premium for the applicable series of Notes. No tenders will be
valid if submitted after the Expiration Date.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all Holders of Notes accepted for
purchase pursuant to the Tender Offers will, on the Early
Settlement Date (as defined below) or the Final Settlement Date (as
defined below), as applicable, also receive accrued and unpaid
interest on those Notes from the last interest payment date with
respect to those Notes to, but not including, the Early Settlement
Date or the Final Settlement Date, as applicable (the "Accrued
Interest").
Each Offeror reserves the right, in its sole discretion, to
increase or decrease the amount of Notes purchased in any Tender
Offer at any time such that the Aggregate Maximum Purchase Amount
and the Tender Cap may be increased or decreased without extending
the Early Tender Date or the Withdrawal Deadline or otherwise
reinstating withdrawal rights for any Tender Offer, subject to
compliance with applicable law, which could result in the Offerors
purchasing a greater or lesser amount of Notes in the Tender
Offers. If the Aggregate Maximum Purchase Amount or the Tender Cap
changes, the Offerors do not expect to extend the Withdrawal
Deadline, subject to applicable law.
Each Offeror reserves the right, in its sole discretion, at any
point following the Early Tender Date and prior to the Expiration
Date, to accept for purchase any Notes validly tendered (and not
validly withdrawn) at or prior to the Early Tender Date (the date
of such acceptance and purchase, the "Early Settlement Date"),
subject to the Aggregate Maximum Purchase Amount, the Tender Cap,
the Acceptance Priority Levels and proration as described in the
Offer to Purchase. The Early Settlement Date will be determined at
the Offerors' option, assuming the conditions to the Tender Offers
have been either satisfied or waived by the Offerors at or prior to
the Early Settlement Date. If an Offeror elects to have an Early
Settlement Date, it will accept Notes validly tendered at or prior
to the Early Tender Date, subject to the Aggregate Maximum Purchase
Amount, the Tender Cap, the Acceptance Priority Levels and
proration as described in the Offer to Purchase. Irrespective of
whether an Offeror chooses to exercise its option to have an Early
Settlement Date, it will purchase any remaining Notes that have
been validly tendered at or prior to the Expiration Date and
accepted for purchase, subject to all conditions to the Tender
Offers having been either satisfied or waived by the Offerors,
promptly following the Expiration Date (the date of such acceptance
and purchase, the "Final Settlement Date"; the Final Settlement
Date and the Early Settlement Date each being a "Settlement Date"),
subject to the Aggregate Maximum Purchase Amount, the Tender Cap,
the Acceptance Priority Levels and proration as described in the
Offer to Purchase. The Final Settlement Date is expected to occur
on the second business day following the Expiration Date, assuming
the conditions to the Tender Offers have been either satisfied or
waived by the Offerors at or prior to the Expiration Date and Notes
having an aggregate purchase price (exclusive of Accrued Interest)
equal to the Aggregate Maximum Purchase Amount are not purchased on
the Early Settlement Date.
Subject to the Aggregate Maximum Purchase Amount, the Tender Cap
and proration as described in the Offer to Purchase, all Notes
validly tendered at or prior to the Early Tender Date having a
higher Acceptance Priority Level will be accepted for purchase
before any Notes validly tendered at or prior to the Early Tender
Date having a lower Acceptance Priority Level are accepted for
purchase, and all Notes validly tendered after the Early Tender
Date having a higher Acceptance Priority Level will be accepted for
purchase before any Notes validly tendered after the Early Tender
Date having a lower Acceptance Priority Level are accepted for
purchase. However, even if the Tender Offers are not fully
subscribed as of the Early Tender Date, subject to the Aggregate
Maximum Purchase Amount and the Tender Cap, Notes validly tendered
at or prior to the Early Tender Date will be accepted for purchase
before any Notes validly tendered after the Early Tender Date are
accepted for purchase, even if such Notes validly tendered after
the Early Tender Date have a higher Acceptance Priority Level than
Notes validly tendered at or prior to the Early Tender Date.
Therefore, if the aggregate principal amount of Notes validly
tendered at or prior to the Early Tender Date equals or exceeds the
Aggregate Maximum Purchase Amount, the Offerors will not accept for
purchase any Notes tendered after the Early Tender Date, and if the
aggregate principal amount of Priority 3 Notes validly tendered at
or prior to the Early Tender Date equals or exceeds the Tender Cap,
the applicable Offeror will not accept for purchase Priority 3
Notes, tendered after the Early Tender Date. Additional information
about the application of the Aggregate Maximum Purchase Amount,
Acceptance Priority Levels, Tender Cap and proration is set forth
in the Offer to Purchase.
The Tender Offers are not conditioned upon a minimum amount of
Notes of any series, or a minimum amount of Notes of all series,
being tendered. However, the Tender Offers are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Offer to Purchase, including receipt by VPI of net
proceeds from a concurrent private offering of senior notes to
finance the payment of the Tender Offer Consideration and the Total
Consideration.
Deutsche Bank Securities is acting as the dealer manager in the
Tender Offers. Global Bondholder Services Corporation has been
retained to serve as both the depositary and the information agent
for the Tender Offers. Persons with questions regarding the Tender
Offers should contact Deutsche Bank Securities at (toll-free) (855)
287-1922 or (collect) (212) 250-7527. Requests for copies of the
Offer to Purchase, the related Letter of Transmittal and other
related materials should be directed to Global Bondholder Services
Corporation at (toll-free) (866) 470-4200 or (collect) (212)
430-3774.
None of the Offerors, their respective boards of directors or
officers, the dealer manager, the depositary, the information agent
or the trustee with respect to the Notes, or any of their
respective affiliates, makes any recommendation that holders tender
or refrain from tendering all or any portion of the principal
amount of their Notes, and no one has been authorized by any of
them to make such a recommendation. Holders must make their own
decision as to whether to tender their Notes and, if so, the
principal amount of Notes to tender. The Tender Offers are made
only by the Offer to Purchase and related Letter of Transmittal.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the Tender Offers.
The Tender Offers are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Tender Offers are
required to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of each Offeror by the
dealer manager or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of
securities in any state or jurisdiction in which such offer,
solicitation or sale is unlawful. Any offers of securities will be
made only by means of a private offering circular pursuant to Rule
144A and Regulation S under the Securities Act of 1933, as
amended.
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,
gastrointestinal disorders, eye health, neurology and branded
generics.
Caution Regarding Forward-Looking Information and "Safe
Harbor" Statement
This news release may contain
forward-looking statements, including, but not limited to, the
tender offer for the Notes, the details thereof and other expected
effects of the tender offer for the Notes and the proposed
concurrent private offering of senior notes and the use of proceeds
therefrom. Forward-looking statements may generally be identified
by the use of the words "anticipates," "expects," "intends,"
"plans," "should," "could," "would," "may," "will," "believes,"
"estimates," "potential," "target," or "continue" and variations or
similar expressions. These statements are based upon the current
expectations and beliefs of management and are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
These risks and uncertainties include, but are not limited to, the
aggregate amount of notes tendered (which could lead to repurchases
of other notes) and risks and uncertainties discussed in our most
recent annual report and detailed from time to time in our other
filings with the Securities and Exchange Commission and the
Canadian Securities Administrators, which risks and uncertainties
are incorporated herein by reference. Readers are cautioned not to
place undue reliance on any of these forward-looking statements.
These forward-looking statements speak only as of the date hereof.
We undertake no obligation to update any of these forward-looking
statements to reflect events or circumstances after the date of
this news release or to reflect actual outcomes, except as required
by law.
Investor
Contact:
|
Media
Contact:
|
Arthur
Shannon
|
Lainie
Keller
|
arthur.shannon@valeant.com
|
lainie.keller@valeant.com
|
(514)
856-3855
|
(908)
927-0617
|
(877) 281-6642 (toll
free)
|
|
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SOURCE Valeant Pharmaceuticals International, Inc.