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EX-99.1 - EX-99.1 - VALEANT PHARMACEUTICALS INTERNATIONAL | y86507exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 7, 2010 (September 7, 2010)
VALEANT PHARMACEUTICALS INTERNATIONAL
(Exact name of registrant as specified in its charter)
Delaware | 1-11397 | 33-0628076 | ||
(State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification | ||
Incorporation) | Number) |
One Enterprise
Aliso Viejo, California 92656
(Address of principal executive offices, including zip code)
Aliso Viejo, California 92656
(Address of principal executive offices, including zip code)
(949) 461-6000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
(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) | |
o | 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)) |
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ITEM 7.01 REGULATION FD DISCLOSURE | ||||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 |
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ITEM 7.01 REGULATION FD DISCLOSURE.
On September 7, 2010, J. Michael Pearson, Chairman and Chief Executive Officer of Valeant
Pharmaceuticals International (Valeant), sent an email communication to employees of Valeant and
Biovail Corporation (Biovail). A copy of the email communication is attached as Exhibit 99.1.
The information contained in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 has
been furnished and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The
information in this Current Report under Item 7.01 and Exhibit 99.1 shall not be incorporated by
reference into any registration statement or other document pursuant to the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such filing or
document. By filing this Current Report on Form 8-K and furnishing this information, Valeant makes
no admission as to the materiality of any information in this report that is required to be
disclosed solely by reason of Regulation FD.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit No. | Description | |
99.1
|
Email Communication sent to employees of Valeant and Biovail dated September 7, 2010, and furnished pursuant to Item 7.01, Regulation FD Disclosure. |
Caution Regarding Forward-Looking Information and Safe Harbor Statement
To the extent any statements made in this document 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 expected benefits of the
proposed merger such as efficiencies, cost savings, tax benefits, enhanced revenues and cash flow,
growth potential, market profile and financial strength; the competitive ability and position of
the combined company; the expected timing of the completion of the transaction; and the expected
payment of a one-time cash dividend. 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
filing 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
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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
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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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 7, 2010
By: Name: |
/s/ Steve T. Min
|
|||||
Title: | Executive Vice President and General Counsel |
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