UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): August 2, 2010 (July 30, 2010)
VALEANT PHARMACEUTICALS INTERNATIONAL
(Exact name of registrant as specified in its charter)
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Delaware
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1-11397
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33-0628076 |
(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification
Number) |
One Enterprise
Aliso Viejo, California 92656
(Address of principal executive offices, including zip code)
(949) 461-6000
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events.
Pursuant to the merger agreement among Valeant Pharmaceuticals International, a Delaware
corporation (Valeant), Biovail Corporation, a Canadian corporation (Biovail),
Biovail Americas Corp., a Delaware corporation and a wholly owned subsidiary of Biovail
(BAC), and Beach Merger Corp., a Delaware corporation and a newly formed wholly owned
subsidiary of BAC, dated as of June 20, 2010 (the Merger Agreement), Biovail is required
to take all necessary action to cause, effective at the Effective Time (as defined in the Merger
Agreement), J. Michael Pearson, Robert A. Ingram and three other directors selected by Valeant to
serve on the board of directors of the Combined Company (as defined in the Merger Agreement). On
July 30, 2010, Valeants board of directors selected Theo Melas-Kyriazi and Norma A. Provencio to serve on the board of directors of the
Combined Company, effective at the Effective Time, in addition to Mr. Pearson, Mr. Ingram and G. Mason
Morfit.
Additional Information
In connection with the proposed merger, Biovail has filed with the SEC a Registration Statement on
Form S-4 that includes a preliminary joint proxy statement of Valeant and Biovail that also
constitutes a prospectus of Biovail. Valeant and Biovail will mail the definitive joint proxy
statement/prospectus to their respective shareholders. INVESTORS ARE URGED TO READ THE PRELIMINARY
JOINT PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE VERSION THEREOF WHEN IT BECOMES AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may
obtain the preliminary joint proxy statement/prospectus and the definitive version thereof when it
becomes available, as well as other filings containing information about Valeant and Biovail, free
of charge, at the website maintained by the SEC at www.sec.gov and, in Biovails case, on SEDAR at
www.sedar.com. Investors may also obtain these documents, free of charge, from Valeants website
(www.valeant.com) under the tab Investor Relations and then under the heading SEC Filings, or
by directing a request to Valeant, One Enterprise, Aliso Viejo, California, 92656, Attention:
Corporate Secretary. Investors may also obtain these documents, free of charge, from Biovails
website (www.biovail.com) under the tab Investor Relations and then under the heading Regulatory
Filings and then under the item Current SEC Filings, or by directing a request to Biovail, 7150
Mississauga Road, Mississauga, Ontario, Canada, L5N 8M5, Attention: Corporate Secretary.
The respective directors and executive officers of Valeant and Biovail and other persons may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding Valeants directors and executive officers is available in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the SEC on February
24, 2010, and in its definitive proxy statement filed with the SEC by Valeant on March 25, 2010.
Information regarding Biovails directors and executive officers is available in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the SEC on February
26, 2010, and in its definitive proxy statement filed with the SEC and CSA by Biovail on April 21,
2010. Other information regarding the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or otherwise, is contained in the
preliminary joint proxy statement/prospectus filed with the SEC. These documents can be obtained
free of charge from the sources indicated above. Other information