LAVAL, Quebec, Dec. 15, 2017 /PRNewswire/ -- Valeant
Pharmaceuticals International, Inc. (NYSE: VRX) (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 subsidiary of Valeant, 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 December 18, 2017 (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.
Valeant also announced that the maximum aggregate principal
amount of 5.375% Senior Notes due 2020 that will be accepted for
purchase (the "Tender Cap") was increased to $292,000,000, from the previously announced
Tender Cap of $200,000,000. All terms
and conditions of the Tender Offers remain unchanged as set forth
in the Offer to Purchase dated December 4,
2017 (the "Offer to Purchase"), as amended by Valeant's
press release dated December 4, 2017,
announcing the upsize of the Tender Offers, and the related Letter
of Transmittal, and 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of each series of Notes that were tendered and not withdrawn on or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 December 15, 2017 (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
|
7.000% Senior
Notes Due
2020
|
91911XAM6/
US91911XAM65
|
U9098VAE2/
USU9098VAE21
|
$258,669,000
|
$187,614,000
|
$187,614,000
|
N/A
|
1
|
$1,011.67
|
VPI
|
6.375% Senior
Notes Due
2020
|
91829KAA1/
US91829KAA16
|
U93008AA5/
USU93008AA57
|
$1,681,331,000
|
$1,020,801,000
|
$1,020,801,000
|
N/A
|
2
|
$1,015.94
|
Valeant
|
5.375% Senior
Notes Due 2020
|
91831AAA9/
US91831AAA97
|
C96729AA3/
USC96729AA31
|
$2,000,000,000
|
$997,326,000
|
$291,585,000
|
$292,000,000
|
3
|
$1,000.00
|
1
|
Notes tendered have
not been accepted.
|
2
|
A $292,000,000 Tender Cap
applies to the aggregate principal amount of the 5.375% Senior
Notes due 2020 validly tendered and accepted for
purchase.
|
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 exceeds the Aggregate Maximum Purchase
Amount. Accordingly, all Notes with Acceptance Priority Level 1 and
Acceptance Priority Level 2 will be accepted for purchase and,
unless the Offerors increase the Aggregate Maximum Purchase Amount,
Notes with Acceptance Priority Level 3 will be subject to proration
as described in the Offer to Purchase. No additional Notes tendered
will be accepted under the terms of the Tender Offers. Any Notes
tendered but not accepted for payment will be returned promptly
after the Early Tender 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 will expire at 11:59
p.m., New York City time,
on January 2, 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 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.
The Offerors expect that the conditions to the Tender Offers,
including the Financing Condition, will be satisfied as of the
Early Settlement Date.
Barclays Capital Inc. 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 Barclays Capital Inc. at (toll-free) (800)
438-3242 or (collect) (212) 902-7581. 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. 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)
|
|
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SOURCE Valeant Pharmaceuticals International, Inc.