Two New Directors to Be Appointed to
Board
Icahn to Support All Bausch Health Nominees
for Election at 2021 Annual Meeting
LAVAL, QB, Feb. 24, 2021
/PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC)
("Bausch Health" or the "Company") is pleased to announce that it
will expand its Board of Directors (the "Board") to add two
designees to the Board from Carl C.
Icahn and affiliated entities (the "Icahn Group").
The Company has entered into a director nomination and
appointment agreement (the "Agreement") with the Icahn Group,
pursuant to which Brett Icahn and
Steven Miller will be appointed to
the Board as new independent directors, effective in mid-March 2021, with each to serve a term
expiring at the Company's 2021 Annual Meeting. The Company has also
agreed to include Messrs. B. Icahn and Miller on its slate of
nominees for election at the Company's 2021 Annual Meeting, which
will be held on April 27, 2021, and
the Icahn Group, which beneficially owns approximately 7.83% of the
Company's outstanding common stock, has agreed to vote all of its
shares in favor of each of the nominees on the Board's slate. The
Agreement sets forth certain other provisions as well. The
Agreement will be filed by the Company on a Current Report on Form
8-K with the U.S. Securities and Exchange Commission.
"We are pleased to have reached this agreement with the Icahn
Group and welcome Messrs. B. Icahn and Miller to our Board of
Directors," said Joseph C. Papa,
chairman and CEO, Bausch Health.
"Our new colleagues bring a wealth of transaction experience to our
Board, which will serve us well as we continue to execute on our
strategic priorities, including our previously announced intention
to spin off our leading eye health business. Together, we are
aligned and focused on unlocking unrecognized value in Bausch
Health, and we look forward to building on the significant progress
we have already made in capitalizing on areas of unmet medical
need, gaining market share in key growth areas and positioning our
businesses to deliver long-term, sustainable value for our
shareholders."
"Our discussions with Bausch Health have been productive," said
Carl C. Icahn. "We continue to
believe there are opportunities to drive further value for all
shareholders, and we look forward to collaborating with the Board
and management and contributing meaningfully to the Company's
ongoing strategic review."
Concurrently with their appointments to the Board, Messrs. B.
Icahn and Miller will be appointed to two Board
committees, the Finance and Transactions Committee and the
committee assisting with evaluating strategic alternatives,
including the potential spin of the Company's eye health
business.
With today's new appointments the Board will consist of thirteen
(13) highly qualified directors, twelve (12) of whom are
independent. The Board is highly engaged and brings a broad range
of expertise across global leadership, health care and
operations.
About Brett Icahn
Brett
Icahn has been a portfolio manager for Icahn Capital LP, a
subsidiary of Icahn Enterprises L.P., a diversified holding company
engaged in a variety of businesses, including investment,
automotive, energy, food packaging, metals, real estate and home
fashion, since October 2020. Since 2002, Mr. Icahn has held a
variety of roles at Icahn Enterprises L.P., including portfolio
manager of the Sargon Portfolio from 2010 to 2017. Mr. Icahn is a
director of Newell Brands Inc., a global marketer of consumer and
commercial products, and was previously a director of Nuance
Communications, Inc., a provider of voice and language solutions;
Voltari Corporation, a mobile data services provider; Take-Two
Interactive Software Inc., a publisher of interactive entertainment
products; and The Hain Celestial Group, Inc., a natural and organic
products company. Mr. Icahn received a B.A. from Princeton University.
About Steven
Miller
Steven Miller
has been a portfolio manager of Icahn Capital LP since October 2020. Mr. Miller is responsible for
analysis and engagement in connection with investments by Icahn
Capital LP in public securities. Mr. Miller has been
a director of Conduent Incorporated, a business process services
company, since February 2021. Prior
to joining Icahn Capital LP, Mr. Miller was an analyst in the
Distressed and Special Situations investment group in the
New York office of BlueMountain
Capital Management, LLC from 2013 to 2019. Mr. Miller represented
BlueMountain on the Ad Hoc Group of Puerto Rico Electric Power
Authority Bondholders from 2014 to 2019. From 2011 to 2013, Mr.
Miller was an analyst in the Distressed Products Group in the
New York office of Goldman, Sachs
& Co. Mr. Miller received a B.S. summa cum laude from
Duke University in 2011.
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 contains
forward-looking information and statements, within the meaning of
applicable securities laws (collectively, "forward-looking
statements"), including, but not limited to those relating to the
inclusion of the Icahn Group nominees in the Company's 2021 proxy
statement, the manner in which the Icahn Group will vote in respect
of the Company's proposed nominees for election as director at such
meeting, Bausch Health's plan to conduct a spinoff of its eye
health business and its ongoing strategic review process and the
ability of the Company to capitalize on certain market
opportunities. Forward-looking statements may generally be
identified by the use of the words "will," "further," "continuing"
or "ongoing," and variations or similar expressions, and phrases or
statements that certain actions, events or results may, could,
should or will be achieved, received or taken, or will occur or
result, and similar such expressions also identify forward-looking
information. These forward-looking statements are based upon the
current expectations and beliefs of management and are provided for
the purpose of providing additional information about such
expectations and beliefs, and readers are cautioned that these
statements may not be appropriate for other purposes. These
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those described in these forward-looking statements. These
risks and uncertainties include, but are not limited to, the risk
that the spinoff may not be completed on the timelines or terms
anticipated or at all, the spinoff does not achieve the anticipated
benefits, the outcome of the strategic review and that it will
yield the results expected or at all and that the 2021 Annual
Meeting of shareholders proceeds in the manner anticipated and the
risks and uncertainties discussed in the Company's most recent
annual and quarterly reports and detailed from time to time in the
Company's other filings with the U.S. Securities and Exchange
Commission and the Canadian Securities Administrators, which risks
and uncertainties are incorporated herein by reference. These
forward-looking statements are based on certain assumptions,
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. Additional
information regarding certain of these material factors and
assumptions may also be found in the Company's filings described
above. The Company believes that the material factors and
assumptions reflected in these forward-looking statements are
reasonable in the circumstances, but actual results or events may
differ materially from those described in these forward-looking
statements and 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.
Investor
Contact:
|
Media
Contact:
|
Arthur
Shannon
|
Lainie
Keller
|
arthur.shannon@bauschhealth.com
|
lainie.keller@bauschhealth.com
|
(514)
856-3855
|
(908)
927-1198
|
(877) 281-6642 (toll
free)
|
|
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SOURCE Bausch Health Companies Inc.