LAVAL, Quebec, March 31, 2021 /PRNewswire/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company")
today announced that it and certain of its affiliates have entered
into a definitive agreement to sell all of their equity interests
in Amoun Pharmaceutical Company S.A.E. ("Amoun") to
Abu-Dhabi based ADQ (the
"Purchaser"), one of the region's largest holding companies, for
total gross consideration of approximately U.S. $740 million (including the assignment to the
Purchaser of an intercompany loan granted by Bausch Health to
Amoun), subject to certain adjustments. As part of the transaction,
cash generated by Amoun during the period from the locked-box date
of January 1, 2021 to closing will be
for the benefit of the Purchaser1 (subject to
working capital during such period), and such cash is not expected
to be part of Bausch Health's consolidated results and will be
adjusted for reporting purposes from the consideration, together
with other gross to net adjustments, such as taxes and other
items. Amoun is one of the largest and most recognized
pharmaceutical companies in Egypt
that manufactures, markets and distributes branded generics of
human and animal health products.
"The sale of Amoun marks significant progress in our efforts to
reduce overall Bausch Health debt as we continue to pursue all
opportunities to drive value for our shareholders, including
preparing for the spinoff of Bausch + Lomb," said Joseph C. Papa, chairman and CEO, Bausch Health.
The transaction is expected to close in the first half of 2021,
subject to customary closing conditions, including receipt of
applicable regulatory approvals and the approval of the Financial
Regulatory Authority in Egypt of
the mandatory tender offer ("MTO") to be launched by the Purchaser
for all of the issued share capital of Amoun. The shares of Amoun
held by the Company and its affiliates will be tendered into the
MTO at a per share price of EGP
37.806.
Goldman Sachs & Co. LLC and Morgan Stanley & Co.
LLC served as financial advisors to Bausch Health, and Wachtell,
Lipton, Rosen & Katz acted as
legal advisor to Bausch Health in the transaction.
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," "believes,"
"estimates," "potential," "target," or "continue" and variations or
similar expressions, including statements about the timing of
completion of the transaction. 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 relating to the transaction not being timely
completed, if completed at all, risks related to the receipt of (or
failure to receive) the regulatory approvals required in connection
with the transaction and the timing of receipt of such approvals;
the possibility that the other conditions to the transaction are
not received or satisfied on a timely basis or at all; changes in
the anticipated timing for closing the transaction; business
disruption during the pendency of or following the transaction;
diversion of management time on transaction-related issues; and
other events that could adversely impact the completion of the
transaction, including industry or economic conditions outside of
Bausch Health's control. In addition, actual results are subject to
other risks and uncertainties that relate more broadly to Bausch
Health's overall business, including those more fully described in
Bausch Health's most recent annual report on Form 10-K and detailed
from time to time in Bausch Health's other filings with the U.S.
Securities and Exchange Commission and the Canadian securities
administrators, which factors are incorporated herein by reference.
They also include, but are not limited to, risks and uncertainties
caused by or relating to the evolving COVID-19 pandemic, and the
fear of that pandemic and its potential effects, the severity,
duration and future impact of which are highly uncertain and cannot
be predicted, and which may have a material adverse impact on
Bausch Health, including but not limited to its project development
timelines, and costs (which may increase). 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.
1. The cash balance
reported by Amoun was approximately U.S. $44 million as of Dec. 31,
2020.
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Investor
Contact:
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Media
Contact:
|
Arthur
Shannon
|
Lainie
Keller
|
arthur.shannon@bauschhealth.com
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lainie.keller@bauschhealth.com
|
(514)
856-3855
|
(908)
927-1198
|
(877) 281-6642 (toll
free)
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SOURCE Bausch Health Companies Inc.