Strategic Acquisition Will Enhance the Salix Gastroenterology
Portfolio
LAVAL, Quebec, Dec. 12, 2018 /PRNewswire/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company")
announced today that it has entered into a definitive agreement to
acquire certain assets of Synergy Pharmaceuticals Inc. (NASD: SGYP)
("Synergy") in a transaction valued at approximately $200 million plus certain assumed liabilities.
Synergy filed a voluntary petition for reorganization under Chapter
11 of the U.S. Code (the "Bankruptcy Code") with the U.S.
Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") earlier
today. Under the terms of the agreement, and subject to Bankruptcy
Court approval, Bausch Health will serve as the "stalking horse"
bidder in a court-supervised auction and sale process, which
Synergy will conduct pursuant to Section 363 of the Bankruptcy
Code.
Synergy is a biopharmaceutical company focused on the
development and commercialization of novel gastrointestinal (GI)
therapies. Synergy's flagship product, TRULANCE®
(plecanatide) is a once-daily tablet approved for adults with
chronic idiopathic constipation (CIC) and irritable bowel syndrome
with constipation (IBS-C).
"The acquisition of the assets of Synergy will enhance our Salix
Pharmaceuticals business. We believe TRULANCE is a natural
complement to XIFAXAN® (rifaximin), and with the scale
and strength of our sales footprint in GI and primary care, our
Salix team will be able to offer physicians and patients multiple
treatment options that span the types of irritable bowel syndrome.
Furthermore, adding Synergy's investigational dolcanatide to our
pipeline will provide an incremental peptide with established
proof-of-concept studies in multiple GI conditions," said
Joseph C. Papa, chairman and CEO,
Bausch Health. "As part of our
transformation strategy, we will continue to seek strategic bolt-on
opportunities that we believe will help drive long-term growth in
our core businesses and for the Company."
Agreement Details
Under the terms of the definitive
"stalking horse" agreement, Bausch Health (through its affiliate)
has agreed to acquire most of Synergy's assets, including
intellectual property, customer and vendor contracts, accounts
receivable and goodwill, free and clear of liabilities except
certain expressly assumed liabilities. Additionally, Bausch Health
has committed to make employment offers to a number of the sales
and commercial employees of Synergy. As part of the sale process,
Bausch Health's bid is subject to higher or better offers, as other
interested parties will have an opportunity to submit competing
bids.
Bausch Health does not require any financing to complete the
acquisition. If Bausch Health's bid is successful, the transaction
is expected to close in the first quarter of 2019, subject to
customary closing conditions and approval of the Bankruptcy
Court.
Wachtell, Lipton, Rosen &
Katz served as legal advisor to Bausch Health in this
transaction.
About XIFAXAN
XIFAXAN (rifaximin) 550 mg
tablets are indicated for the treatment of irritable bowel syndrome
with diarrhea (IBS-D) in adults and for the reduction in risk of
overt hepatic encephalopathy (HE) recurrence in adults.
IMPORTANT SAFETY INFORMATION
- XIFAXAN is contraindicated in patients with a hypersensitivity
to rifaximin, rifamycin antimicrobial agents, or any of the
components in XIFAXAN. Hypersensitivity reactions have included
exfoliative dermatitis, angioneurotic edema, and anaphylaxis.
- Clostridium difficile-associated diarrhea (CDAD) has
been reported with use of nearly all antibacterial agents,
including XIFAXAN, and may range in severity from mild diarrhea to
fatal colitis. If CDAD is suspected or confirmed, ongoing
antibiotic use not directed against C.
difficile may need to be discontinued.
- There is an increased systemic exposure in patients with severe
(Child-Pugh Class C) hepatic impairment. Caution should be
exercised when administering XIFAXAN to these patients.
- Caution should be exercised when concomitant use of XIFAXAN and
P-glycoprotein (P-gp) and/or OATPs inhibitors is needed.
Concomitant administration of cyclosporine, an inhibitor of P-gp
and OATPs, significantly increased the systemic exposure of
rifaximin. In patients with hepatic impairment, a potential
additive effect of reduced metabolism and concomitant P-gp
inhibitors may further increase the systemic exposure to
rifaximin.
- In clinical studies, the most common adverse reactions for
XIFAXAN in IBS-D (≥2%) were nausea (3%) and ALT increased
(2%).
- In clinical studies, the most common adverse reactions for
XIFAXAN in HE (≥10%) were peripheral edema (15%), nausea (14%),
dizziness (13%), fatigue (12%), and ascities (11%).
- INR changes have been reported in patients receiving rifaximin
and warfarin concomitantly. Monitor INR and prothrombin time. Dose
adjustment of warfarin may be required.
- XIFAXAN may cause fetal harm. Advise pregnant women of the
potential risk to a fetus.
To report SUSPECTED ADVERSE REACTIONS, contact Salix
Pharmaceuticals at 1-800-321-4576.
You are encouraged to report negative side effects of
prescription drugs to the FDA. Visit www.fda.gov/medwatch, or
call 1-800-FDA-1088
Please click here for full Prescribing Information.
About Bausch Health
Bausch Health Companies Inc.
(NYSE/TSX: BHC) 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. More information can be found at
www.bauschhealth.com.
Forward-looking Statements
This news release may
contain forward-looking statements, which 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 the Company's most
recent annual or quarterly report and detailed from time to time in
the Company's other filings with the Securities and Exchange
Commission and the Canadian Securities Administrators, which
factors are incorporated herein by reference and the following
factors: the occurrence of any event, change or other circumstances
that could give rise to the right of Bausch Health or Synergy to
terminate the definitive agreement between Bausch Health and
Synergy; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all, including as
a result of the impact of, or problems arising from, the
integration of the acquired assets of Synergy; the possibility that
the transaction may be more expensive to complete than anticipated;
diversion of management's attention from ongoing business
operations and opportunities; exposure to potential litigation; and
potential adverse reactions or changes to business or employee
relationships, including those resulting from the bankruptcy
proceedings of Synergy or announcement or completion of the
transaction. In addition, certain material factors and assumptions
have been applied in making these forward-looking statements,
including that the risks and uncertainties outlined above will not
cause actual results or events to differ materially from those
described in these forward-looking statements. The Company believes
that the material factors and assumptions reflected in these
forward-looking statements are reasonable, but 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. Bausch Health undertakes 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, unless required by law.
TRULANCE is a trademark of Synergy Pharmaceuticals
Inc.
The XIFAXAN product and the XIFAXAN trademark are licensed by Alfasigma S.P.A. to Salix Pharmaceuticals or its affiliates.
Investor
Contact:
|
Media
Contact:
|
Arthur
Shannon
|
Lainie
Keller
|
arthur.shannon@bauschhealth.com
|
lainie.keller@bauschhealth.com
|
(514)
856-3855
|
(908)
927-0617
|
(877) 281-6642 (toll
free)
|
|
View original content to download
multimedia:http://www.prnewswire.com/news-releases/bausch-health-enters-into-definitive-stalking-horse-agreement-to-acquire-substantially-all-the-assets-of-synergy-pharmaceuticals-inc-300764140.html
SOURCE Bausch Health Companies Inc.