0001140361-15-014291.txt : 20150403
0001140361-15-014291.hdr.sgml : 20150403
20150403114025
ACCESSION NUMBER: 0001140361-15-014291
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150401
FILED AS OF DATE: 20150403
DATE AS OF CHANGE: 20150403
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SALIX PHARMACEUTICALS LTD
CENTRAL INDEX KEY: 0001009356
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 943267443
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8510 COLONNADE CENTER DRIVE
CITY: RALEIGH
STATE: NC
ZIP: 27615
BUSINESS PHONE: (919) 862-1000
MAIL ADDRESS:
STREET 1: 8510 COLONNADE CENTER DRIVE
CITY: RALEIGH
STATE: NC
ZIP: 27615
FORMER COMPANY:
FORMER CONFORMED NAME: SALIX HOLDINGS LTD
DATE OF NAME CHANGE: 19970807
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KEANE WILLIAM P
CENTRAL INDEX KEY: 0001204286
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23265
FILM NUMBER: 15750557
MAIL ADDRESS:
STREET 1: C/O SALIX PHARMACEUTICALS, LTD.
STREET 2: 8510 COLONNADE CENTER DRIVE
CITY: RALEIGH
STATE: NC
ZIP: 27615
4
1
doc1.xml
FORM 4
X0306
4
2015-04-01
1
0001009356
SALIX PHARMACEUTICALS LTD
SLXP
0001204286
KEANE WILLIAM P
8510 COLONNADE CENTER DRIVE
RALEIGH
NC
27615
1
0
0
0
Common Stock
2015-04-01
4
U
0
32790
173
D
0
D
Common Stock
2015-04-01
4
D
0
6370
173
D
0
D
Option to Buy Common Stock
17.63
2015-04-01
4
D
0
15000
D
2015-06-09
Common Stock
15000
0
D
Shares tendered for an offer price of $173.00 per share in cash, subject to any applicable withholding taxes, pursuant to the tender offer consummated on April 1, 2015 pursuant to the terms of the Agreement and Plan of Merger, dated as of February 20, 2015 (as amended, the "Merger Agreement"), by and among the Issuer, Valeant Pharmaceuticals International ("VPI"), a Delaware corporation and a wholly owned subsidiary of Valeant, Sun Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of VPI, and solely for purposes of guaranteeing VPI's and Merger Sub's obligations under the Merger Agreement, Valeant Pharmaceuticals International, Inc. ("Valeant"), a British Columbia corporation.
Pursuant to the terms of the Merger Agreement, on April 1, 2015, each share of the Issuer's restricted stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive $173.00 per share in cash, subject to any applicable withholding taxes.
Options are 100% vested.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time (as defined in the Merger Agreement), each unexpired and unexercised option to purchase the Issuer's common stock, whether or not then exercisable or vested, was cancelled and, in exchange therefor, each option holder became entitled to receive a cash payment equal to the product of (i) the total number of shares previously subject to such option and (ii) the excess of the merger consideration ($173.00 per share) over the exercise price of the option.
/s/ William P. Keane
2015-04-03