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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check appropriate box:
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material pursuant to § 240.14a-12 |
VALEANT PHARMACEUTICALS INTERNATIONAL
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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EXPLANATORY NOTE
On September 9, 2010, Valeant Pharmaceuticals International issued the following press release.
International Headquarters
One Enterprise Aliso Viejo, CA 92656
949.461.6000 FAX 949.461.6636
Contact:
Laurie W. Little
Valeant Pharmaceuticals
949-461-6002
laurie.little@valeant.com
VALEANT PLANS SENIOR NOTES OFFERING AND BEGINS ARRANGEMENT OF
NEW CREDIT FACILITIES
ALISO VIEJO, Calif., September 9, 2010 Valeant Pharmaceuticals International (NYSE:VRX)
announced today its plans to offer, subject to market and other conditions, approximately $1.0
billion principal amount of senior unsecured notes (the Notes). The offering is expected to
commence on or about September 15, 2010.
The Notes 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. The Notes will be offered only to qualified institutional buyers under Rule
144A and outside the United States in compliance with Regulation S under the Securities Act. The
Notes will not be offered or sold in Canada, except pursuant to applicable prospectus and
registration exemptions under Canadian securities laws. This press release does not constitute an
offer to sell any security and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer or sale would be unlawful.
In addition, Valeant announced it will begin the arrangement for new senior secured credit
facilities of approximately $1.9 billion.
In connection with the definitive merger agreement under which Valeant and Biovail Corporation
(NYSE/TSX: BVF) would combine, the Notes and the new credit facilities are expected to be
guaranteed by (i) all material U.S. subsidiaries of Valeant, and (ii) at the effective time of such
merger, Biovail and by all material subsidiaries of Biovail.
Valeant intends to use the net proceeds from the offering of the Notes, together with
borrowings under the new credit facilities, to, among other things, refinance Valeants existing
7.625% and 8.375% senior unsecured notes, and to pay a one-time special cash dividend of $16.77 per
share to each Valeant shareholder on the business day immediately prior to the closing of the
merger.
About Valeant
Valeant Pharmaceuticals International (NYSE:VRX) is a multinational specialty pharmaceutical
company that develops, manufactures and markets a broad range of products
primarily in the areas of neurology and dermatology. More information about Valeant can be found at
www.valeant.com.
Caution Regarding Forward-Looking Information and Safe Harbor Statement
To the extent any statements made in this press release contain information that is not
historical, these statements are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and may be forward-looking information as defined under applicable Canadian securities
legislation (collectively, forward-looking statements).
These forward-looking statements relate to, among other things, the proposed financings and
the use of proceeds thereof. Forward-looking statements can generally be identified by the use of
words such as believe, anticipate, expect, estimate, intend, continue, plan,
project, will, may, should, could, would, target, potential and other similar
expressions. In addition, any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking statements. Although
certain of these statements set out herein are indicated above, all of the statements in this press
release that contain forward-looking statements are qualified by these cautionary statements.
Although Valeant and Biovail believe that the expectations reflected in such forward-looking
statements are reasonable, such statements involve risks and uncertainties, and undue reliance
should not be placed on such statements. Certain material factors or assumptions are applied in
making forward-looking statements, including, but not limited to, factors and assumptions regarding
the items outlined above. Actual results may differ materially from those expressed or implied in
such statements. Important factors that could cause actual results to differ materially from these
expectations include, among other things, the following: the failure to receive, on a timely basis
or otherwise, the required approvals by Valeant and Biovail shareholders and government or
regulatory agencies (including the terms of such approvals); the risk that a condition to closing
of the merger may not be satisfied; the possibility that the anticipated benefits and synergies
from the proposed merger cannot be fully realized or may take longer to realize than expected; the
possibility that costs or difficulties related to the integration of Valeant and Biovail operations
will be greater than expected; the ability of the combined company to retain and hire key personnel
and maintain relationships with customers, suppliers or other business partners; the impact of
legislative, regulatory, competitive and technological changes; the risk that the credit ratings of
the combined company may be different from what the companies expect; and other risk factors
relating to the pharmaceutical industry, as detailed from time to time in each of Valeants and
Biovails reports filed with the Securities and Exchange Commission (SEC) and, in Biovails case,
the Canadian Securities Administrators (CSA). There can be no assurance that the proposed merger
will in fact be consummated.
Additional information about these factors and about the material factors or assumptions
underlying such forward-looking statements may be found in the body of this filing, as well as
under Item 1.A. in each of Valeants and Biovails Annual Report on Form 10-K for the fiscal year
ended December 31, 2009, and Item 1.A in each of Valeants and Biovails most recent Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2010. Valeant and Biovail caution that
the foregoing list of important factors that may affect future results is not exhaustive. When
relying on forward-looking statements to make decisions with respect to Valeant and Biovail,
investors and others should carefully consider the foregoing factors and other uncertainties and
potential events. Neither Biovail nor Valeant undertakes any obligation to update or revise any
forward-looking statement, except as may be required by law.
Additional Information
In connection with the proposed merger, Biovail has filed with the SEC a Registration
Statement on Form S-4 that includes a definitive joint proxy statement of Valeant and Biovail that
also constitutes a prospectus of Biovail, and each of Valeant and Biovail may file with the SEC
other documents regarding the proposed merger. The definitive joint proxy statement/prospectus was
first mailed to shareholders of Valeant and Biovail on or about August 20, 2010. INVESTORS ARE
URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may obtain the joint proxy
statement/prospectus, 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 definitive joint proxy statement/prospectus and other
relevant materials filed with the SEC. These documents can be obtained free of charge from the
sources indicated above. This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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