LAVAL, QC, June 22, 2021 /PRNewswire/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC)("Bausch Health," the "Company" or
the "Offeror") today announced that it has extended the expiration
date for its previously announced cash tender offer (the "Tender
Offer") to purchase any and all of its outstanding 7.00% Senior
Secured Notes due 2024 (the "Notes"). The Offeror's obligation to
accept and pay for the Notes remains subject to the terms of the
Tender Offer as described in the Offer to Purchase, dated
May 24, 2021 (the "Offer to
Purchase"). The expiration date is being extended by one business
day, as applicable securities regulations require minimum tender
offer periods and Juneteenth would not count as a business day as
it became a federal holiday because of legislation enacted on
June 17, 2021.
The Offeror commenced the Tender Offer on May 24, 2021. The new expiration date will be
11:59 p.m., New York City time, on June 22, 2021. All other terms and conditions of
the Tender Offer, as previously announced and described in the
Offer to Purchase, including the final settlement date, remain
unchanged.
The following table sets forth certain key dates of the Tender
Offer, as extended. Further information may be found in the Offer
to Purchase:
Key
Date
|
Calendar
Date
|
Expiration
Date
|
11:59 p.m., New York
City time, on June 22, 2021, unless extended or earlier terminated
by the Offeror
|
Final Settlement
Date
|
The Final Settlement
Date is currently expected to be June 23, 2021
|
The Tender Offer is being conducted pursuant to the Offer to
Purchase, this news release and the Offeror's other news releases
used in the Tender Offers.
Goldman Sachs & Co. LLC is acting as the dealer manager in
the Tender Offer. Global Bondholder Services Corporation has been
retained to serve as both the depositary and the information agent
for the Tender Offer. Persons with questions regarding the Tender
Offer should contact Goldman Sachs & Co. LLC at (collect) (212)
902-5962 or (toll free) (800) 828-3182. Requests for copies of the
Offer to Purchase and other related materials should be directed to
Global Bondholder Services Corporation at (collect) (212)
430-3774 or (toll-free) (866) 470-3800.
None of the Offeror, its board 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 Offer is made only by the Offer to Purchase.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the Tender Offer. The
Tender Offer is 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 Offer is
required to be made by a licensed broker or dealer, the Tender
Offer will be deemed to be made on behalf of the Offeror by the
dealer manager or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
Any securities issued pursuant to the financing transactions
described above will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
law and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration under the Securities Act and applicable state
securities laws. Such securities have not been and will not be
qualified for sale to the public by prospectus under applicable
Canadian securities laws and, accordingly, any offer and sale of
the securities in Canada will be
made on a basis which is exempt from the prospectus requirements of
such securities laws.
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.
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, our financing plans
and details thereof, including the proposed use of proceeds
therefrom, our ability to close the offering of the Notes and the
other expected effects of the offering of the Notes, and the Tender
Offer, the details thereof and other expected effects of the Tender
Offer. Forward-looking statements 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. 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 these forward-looking
statements. These risks and uncertainties include, but are not
limited to, 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.
They also include, but are not limited to, risks and uncertainties
relating to the Company's proposed plan to separate its eye health
business from the remainder of Bausch Health, including the
expected benefits and costs of the separation transaction, the
expected timing of completion of the separation transaction and its
terms, the Company's ability to complete the separation transaction
considering the various conditions to the completion of the
separation transaction (some of which are outside the Company's
control, including conditions related to regulatory matters and a
possible shareholder vote, if applicable), that market or other
conditions are no longer favorable to completing the transaction,
that any shareholder, stock exchange, regulatory or other approval
(if required) is not obtained on the terms or timelines anticipated
or at all, business disruption during the pendency of or following
the separation transaction, diversion of management time on
separation transaction-related issues, retention of existing
management team members, the reaction of customers and other
parties to the separation transaction, the qualification of the
separation transaction as a tax-free transaction for Canadian
and/or U.S. federal income tax purposes (including whether or not
an advance ruling from either or both of the Canada Revenue Agency
and the Internal Revenue Service will be sought or obtained),
potential dis-synergy costs between the separated entity and the
remainder of Bausch Health, the impact of the separation, including
the leverage of Bausch Health and of the eye health business after
the separation, transaction on relationships with customers,
suppliers, employees and other business counterparties, general
economic conditions, conditions in the markets Bausch Health is
engaged in, behavior of customers, suppliers and competitors,
technological developments and legal and regulatory rules affecting
Bausch Health's business. In particular, the Company can offer no
assurance that any separation transaction will occur at all, or
that any separation transaction will occur on the terms and
timelines anticipated by the Company. They also include, but are
not limited to, risks and uncertainties caused by or relating to
the evolving COVID-19 pandemic, the fear of that pandemic, the
availability and effectiveness of vaccines for COVID-19, and the
potential effects of that pandemic, the severity, duration and
future impact of which are highly uncertain and cannot be
predicted, and which may have a material adverse impact on the
Company, including but not limited to its supply chain, third-party
suppliers, project development timelines, employee base, liquidity,
stock price, financial condition and costs (which may increase) and
revenue and margins (both of which may decrease). 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.