LAVAL, Quebec and HAYWARD, Calif., Dec.
16, 2013 /PRNewswire/ -- Valeant Pharmaceuticals
International, Inc. (NYSE: VRX and TSX: VRX) today announced that
it has entered into a definitive agreement under which Valeant will
acquire all of the outstanding common stock of Solta Medical, Inc.
(NASDAQ: SLTM) for $2.92 per share in
cash, which represents a 40% premium to Solta's closing share price
on December 13, 2013, the last
trading day prior to announcement, or a transaction value of
approximately $250 million. The
transaction is expected to close in the first quarter of 2014 and
Valeant expects the transaction, once completed, to be immediately
accretive to Valeant's cash earnings per share.
Solta designs, develops, manufactures, and markets energy-based
medical device systems for aesthetic applications. Solta's
products include the Thermage CPT system that provides non-invasive
treatment options using radiofrequency energy for skin tightening,
the Fraxel repair system for use in dermatological procedures
requiring ablation, coagulation, and resurfacing of soft tissue,
the Clear + Brilliant system to improve skin texture and help
prevent the signs of aging skin, and the Liposonix system that
destroys unwanted fat cells resulting in waist circumference
reduction. Solta had total revenue of approximately
$145 million in 2012.
"The acquisition of Solta will bring tremendous value to
Valeant's current aesthetic portfolio and together with our
previous acquisitions, will create the broadest aesthetic portfolio
in the industry," stated J. Michael
Pearson, Chairman and Chief Executive Officer of
Valeant. "Solta's leading aesthetic devices are a natural fit
with Valeant's facial injectables, professional skin care products
and physician dispensed products and will establish Valeant in a
strong leadership position as we continue to build our presence in
the aesthetic market. Moreover, this transaction will further
enhance our ability to offer dermatologists and plastic surgeons
the most comprehensive aesthetic product offering."
"Our Board of Directors has determined that this all cash offer
is in the best interest of our stockholders. We further believe the
acquisition by Valeant provides the best opportunity for Solta
Medical brands and our employees to achieve their full potential
while generating a significant, near term return for our
stockholders," stated Mark
Sieczkarek, Chairman of the Board and Interim CEO of Solta
Medical. "Valeant has a proven track record of successfully
integrating a number of major acquisitions into their portfolio and
has established a significant presence in the aesthetics market.
The addition of Solta's industry leading brands and global
sales organization creates a very compelling platform for future
growth in the medical aesthetic segment. Our entire team
looks forward to executing a smooth transition of our operations
into the Valeant organization."
Under the terms of the agreement, Valeant will commence a tender
offer for all outstanding shares of Solta at a price of
$2.92 per share in cash. The tender
offer will be conditioned on the tender of a majority of Solta's
shares calculated on a diluted basis, as well as the receipt of
regulatory approval and other customary closing conditions.
Following the completion of the tender offer, a wholly owned
subsidiary of Valeant will merge with Solta and the outstanding
Solta shares not tendered in the tender offer will be converted
into the right to receive the same $2.92 per share in cash paid in the tender offer.
Solta's Board has unanimously approved the
transaction.
Piper Jaffray & Co. acted as
financial advisor to Solta and Fenwick & West LLP acted as
legal advisor to Solta. Skadden, Arps, Slate, Meagher &
Flom LLP acted as legal advisor to Valeant.
About Valeant Pharmaceuticals International,
Inc.
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 Pharmaceuticals International, Inc. can be found at
www.valeant.com.
About Solta Medical, Inc.
Solta Medical, Inc.
is a global leader in the medical aesthetics market providing
innovative, safe, and effective solutions for patients that enhance
and expand the practice of medical aesthetics for physicians. The
company offers six aesthetic energy devices to address a range of
issues, including skin resurfacing and rejuvenation with
Fraxel® and Clear + Brilliant® body
contouring and skin tightening with Liposonix® and
Thermage® and acne reduction with Isolaz® and
CLARO™. As the innovator and leader in fractional laser
technology, Fraxel delivers minimally invasive clinical solutions
to resurface aging and sun damaged skin. Using similar fractional
laser technology, Clear + Brilliant is a unique, cost-effective
treatment to prevent and improve the early signs of photoaging. For
body contouring, Liposonix is a non-surgical treatment to reduce
waist circumference with advanced high-intensity focused ultrasound
(HIFU) technology to permanently destroy targeted fat beneath the
skin. Thermage is an innovative, non-invasive radiofrequency
procedure for tightening and contouring skin. Isolaz was the first
laser or light based system indicated for the treatment of
inflammatory acne, comedonal acne, pustular acne, and
mild-to-moderate inflammatory acne. CLARO is a personal care acne
system that is the first FDA cleared over-the-counter IPL device
that uses a powerful combination of both heat and light to clear
skin quickly and naturally. More than two million procedures have
been performed with Solta Medical's portfolio of products around
the world.
Forward-Looking Statements
This press release contains
forward-looking statements regarding, among other things, the
proposed acquisition by Valeant of Solta, expected timing and
benefits of the transaction, as well as the impact on Valeant's
future cash earnings per share. Statements including words such as
"believes," "expects," "anticipates," "intends," "estimates,"
"plan," "will," "may," "intend," "guidance" or similar expressions
are forward-looking statements. Because these statements reflect
Valeant's and Solta's current views, expectations and beliefs
concerning future events, these forward-looking statements involve
risks and uncertainties. Investors should note that many factors
could affect the proposed business combination of the companies,
future financial results and could cause actual results to differ
materially from those expressed in forward-looking statements
contained in this press release. These factors include, but are not
limited to: the risk that the acquisition will not close when
expected or at all; the risk that Valeant's business and/or Solta's
business will be adversely impacted during the pendency of the
acquisition; the risk that the operations of the two companies will
not be integrated successfully; and other risks and uncertainties,
including those detailed from time to time in the companies'
periodic reports filed with the Securities and Exchange Commission
("SEC") and in the case of Valeant, the Canadian Securities
Administrators ("CSA"), including current reports on Form 8-K,
quarterly reports on Form 10-Q and annual reports on Form
10-K, which have been filed with the SEC and in the case of
Valeant, the CSA. The forward-looking statements in this press
release are qualified by these risk factors. These are factors
that, individually or in the aggregate, could cause the companies'
actual results to differ materially from expected and historical
results. The companies assume no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise.
Additional Information and Where to Find It
The tender
offer described in this release has not yet commenced and this
release is not a recommendation or an offer to purchase or a
solicitation of an offer to sell shares of Solta. At the time the
tender offer is commenced Sapphire Subsidiary Corp. and Valeant
will file a Tender Offer Statement on Schedule TO, containing an
offer to purchase, form of letter of transmittal and related tender
offer documents, with the SEC and Solta will file a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to
the tender offer with the SEC. Valeant and Solta intend to mail
these documents to the stockholders of Solta. These documents, as
they may be amended from time to time, will contain important
information about the tender offer and stockholders of Solta are
urged to read them carefully when they become available.
Stockholders of Solta will be able to obtain a free copy of these
documents, when they become available, at the website maintained by
the SEC at www.sec.gov. In addition, the Tender Offer Statement and
other documents that Valeant files with the SEC will be made
available to all stockholders of Solta free of charge at
www.valeant.com. The Solicitation/Recommendation Statement and the
other documents filed by Solta with the SEC will be made available
to all stockholders of Solta free of charge at www.Solta.com.
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Contact
Information:
|
|
Solta Medical,
Inc.
|
Valeant
Pharmaceuticals International, Inc.
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Investors:
|
Investors and
Media:
|
Jenifer
Kirtland
|
Laurie W.
Little
|
415-568-9349
|
949-461-6002
|
jkirtland@evcgroup.com
|
laurie.little@valeant.com
|
|
|
Media:
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Nicole
Kruse
|
|
212-850-6025
|
|
nkruse@evcgroup.com
|
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SOURCE Valeant Pharmaceuticals International, Inc.