LAVAL, Quebec, March 26, 2018 /PRNewswire/ -- Valeant
Pharmaceuticals International, Inc. (NYSE/TSX: VRX) ("Valeant")
announced today the results to date of the pending cash tender
offers (the "Tender Offers") by Valeant and Valeant Pharmaceuticals
International ("VPI," and together with Valeant, the "Offerors"), a
wholly owned indirect subsidiary of Valeant, incorporated in
Delaware, to purchase up to
$1,500,000,000 aggregate principal
amount (the "Aggregate Maximum Purchase Amount") of their
respective outstanding notes listed in the table below
(collectively, the "Notes"), as well as the anticipated early
settlement date for the Tender Offers on March 26, 2018 (the "Early Settlement Date").
Valeant is the Offeror for the notes issued by it, and VPI is the
Offeror for the notes issued by it.
All terms and conditions of the Tender Offers remain unchanged
as set forth in the Offer to Purchase dated March 12, 2018 (the "Offer to Purchase"), as
amended by Valeant's news release dated March 12, 2018, announcing the upsize of the
Tender Offers, and the related Letter of Transmittal. Capitalized
terms used but not defined herein shall have the meaning ascribed
to them in the Offer to Purchase.
The following table sets forth the aggregate principal amounts
of each series of Notes that were tendered and not withdrawn on or
prior to 5:00 p.m., New York City time, on March 23, 2018 (the "Early Tender Date"), and the
aggregate principal amount of Notes expected to be accepted for
purchase on the Early Settlement Date.
Issuer
|
Series of
Notes
|
144A
CUSIP/ISIN
Number
|
Reg S
CUSIP/ISIN
Number
|
Aggregate
Principal Amount Outstanding Prior to Tender Offers
|
Aggregate
Principal Amount of Notes Tendered1
|
Expected Aggregate
Principal Amount of Notes Accepted
|
Tender
Cap2
|
Acceptance
Priority Level
|
Total
Consideration3
|
VPI
|
6.375% Senior Notes
Due 2020
|
91829KAA1
/
US91829KAA16
|
U93008AA5
/
USU93008AA57
|
$660,530,000
|
$364,697,000
|
$364,697,000
|
N/A
|
1
|
$1,015.94
|
Valeant
|
5.375% Senior Notes
Due 2020
|
91831AAA9 /
US91831AAA97
|
C96729AA3 /
USC96729AA31
|
$1,708,415,000
|
$1,016,818,000
|
$1,016,818,000
|
N/A
|
2
|
$1,013.44
|
VPI
|
6.750% Senior Notes
Due 2021
|
91911XAQ7 /
US91911XAQ79
|
U9098WAA8 /
USU9098WAA81
|
$650,000,000
|
$72,539,000
|
$72,539,000
|
$100,000,000
|
3
|
$995.00
|
|
|
|
|
|
|
1 Notes tendered have
not been accepted.
|
|
|
|
|
2 A $100,000,000 cap
(the "Tender Cap") applies to the aggregate principal amount of the
6.750% Senior Notes due 2021 validly tendered and accepted for
purchase (the "6.750% Notes" or the "Priority 3 Notes").
|
|
|
|
|
3 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 in addition to the Total Consideration, to, but not
including, the Early Settlement Date).
|
|
|
|
As of the Early Tender Date, the aggregate principal amount of
Notes validly tendered and not validly withdrawn is $1,454,054,000. The Offerors expect to accept for
purchase all of the Notes validly tendered prior to the Early
Tender Date, subject to the satisfaction of the conditions to such
Tender Offers. The Offerors expect that the conditions to the
Tender Offers, including the Financing Condition, will be satisfied
as of the Early Settlement Date.
The total consideration for each $1,000 principal amount of the applicable series
of Notes is set forth in the table above (with respect to each
series of Notes, the "Total Consideration") and is expected to be
paid on the Early Settlement Date to the holders of Notes tendered
and accepted for purchase as of the Early Tender Date. The Total
Consideration includes an early tender premium of $30.00 per $1,000
principal amount of Notes accepted for purchase as of the Early
Tender Date. In addition to the Total Consideration, all Holders of
Notes accepted for purchase pursuant to the Tender Offers will 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.
The Tender Offers remain open and 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. The Offerors
expect to purchase any remaining Notes tendered following the Early
Settlement Date 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"). Any acceptance of tenders of Notes following the
Early Tender Date will be 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.
The deadline for holders to validly withdraw tenders of Notes
has passed. Accordingly, Notes that were already tendered at the
Early Tender Date and any additional Notes that are tendered at or
prior to the Expiration Date may not be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law.
If the aggregate principal amount of Notes validly tendered by
the Expiration Date and accepted for purchase does not exceed the
Aggregate Maximum Purchase Amount, the Offerors intend to redeem
certain of their outstanding securities after the Expiration Date
in a principal amount equal to the excess of the Aggregate Maximum
Purchase Amount over the principal amount of Notes validly tendered
and accepted for purchase in the Tender Offers.
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.
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) is a
global company whose mission is to improve people's lives with our
health care products. We develop, manufacture and market a range of
pharmaceutical, medical device and over-the-counter products,
primarily in the therapeutic areas of eye health, gastroenterology
and dermatology. We are delivering on our commitments as we build
an innovative company dedicated to advancing global health.
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. 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,
risks and uncertainties discussed in our most recent annual and
quarterly reports 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)
|
|
View original content with
multimedia:http://www.prnewswire.com/news-releases/valeant-and-one-of-its-subsidiaries-announce-early-tender-results-and-early-settlement-date-for-cash-tender-offers-for-senior-notes-300619101.html
SOURCE Valeant Pharmaceuticals International, Inc.