SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 8)

Salix Pharmaceuticals, Ltd.

(Name of Subject Company (Issuer))

Sun Merger Sub, Inc.

a wholly owned subsidiary of

Valeant Pharmaceuticals International

a wholly owned subsidiary of

Valeant Pharmaceuticals International, Inc.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001

(Title of Class of Securities)

795435106

(Cusip Number of Class of Securities)

Robert Chai-Onn

Valeant Pharmaceuticals International, Inc.

2150 St. Elzéar Blvd. West

Laval, Quebec

Canada H7L 4A8

(514) 744-6792

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Alison S. Ressler

Sarah P. Payne

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, CA 90067

(310) 712-6600

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$11,368,746,900	$1,321,048.39

* Estimated solely for purposes of calculating the filing fee. The transaction value calculation does not take into account the effect of any cash received or deemed received by Salix Pharmaceuticals, Ltd. (“Salix”) in connection with the exercise of any outstanding equity awards. The transaction value was determined by multiplying (a) $173.00, the tender offer price, by (b) the sum of (i) 64,248,604, the number of issued and outstanding shares of Salix common stock, (ii) 105,199, the number of shares of Salix common stock subject to issuance pursuant to options to purchase shares of Salix common stock, and (iii) 1,361,497, the number of restricted shares of Salix common stock. This calculation excludes 11,367,710 shares of Salix common stock issuable upon the conversion of all of Salix’s outstanding convertible notes (taking into account Salix’s irrevocable election to settle the principal amount of all converted notes in cash) as the outstanding convertible notes are not issuable prior to the currently anticipated expiration date of midnight on April 1, 2015 and are expected to be settled in cash. If the offer is extended, the transaction value may be adjusted accordingly for purposes of calculating the amount of the filing fee.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the transaction value by 0.0001162.

x Check box if any part of the fee is offset as provided by Rule 0–11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $3,440,185.01	Filing Party: Valeant Pharmaceuticals International, Inc.
Form or Registration No.: S-4	Date Filed: June 18, 2014

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third–party tender offer subject to Rule 14d–1.

¨ issuer tender offer subject to Rule 13e–4.

¨ going–private transaction subject to Rule 13e–3

¨ amendment to Schedule 13D under Rule 13d–2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e–4(i) (Cross–Border Issuer Tender Offer)

¨ Rule 14d–1(d) (Cross–Border Third–Party Tender Offer)

This Amendment No. 8 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on March 4, 2015 (together with any amendments and supplements thereto, the “Schedule TO”), which relates to the offer by Sun Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Valeant Pharmaceuticals International, a Delaware corporation (“VPI”) and a wholly owned subsidiary of Valeant Pharmaceuticals International, Inc., a British Columbia corporation (“Valeant”), to purchase all of the shares of common stock, par value $0.001 per share (the “Shares”), of Salix Pharmaceuticals, Ltd., a Delaware corporation (“Salix”), that are issued and outstanding at a price of $173.00 per Share net to the holder in cash, without interest and subject to any applicable withholding taxes (the “Offer Price”), which Offer Price is subject to reduction to $158.00 per Share if all of the conditions to the Offer (as defined below) are not satisfied, or waived by us, by 12:00 midnight, Eastern time, on April 8, 2015 (one minute after 11:59 P.M., Eastern time, on April 7, 2015), upon the terms and subject to the conditions set forth in the (i) offer to purchase, dated March 4, 2015 (as it may be amended or supplemented from time to time, including by the Amendment and Supplement to the Offer to Purchase, dated March 17, 2015 (the “Supplement”), the “Offer to Purchase”) and (ii) related letter of transmittal that accompanied the Offer to Purchase (the “Letter of Transmittal”), which, together with any amendments or supplements thereto, collectively constitute the “Offer.” The Offer will expire at 12:00 midnight, Eastern time, on April 1, 2015 (one minute after 11:59 P.M., Eastern time, on March 31, 2015), unless extended.

All information contained in the Offer to Purchase, as amended by the Supplement, and the accompanying Letter of Transmittal, including all appendices, schedules, exhibits and annexes thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in the Schedule TO.

This Amendment No. 8 is being filed to amend and supplement Item 5 as reflected below and to amend and supplement Item 12 with additional exhibits.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Item 5 of the Schedule TO is hereby amended and supplemented as follows:

The information set forth in Section 11 – “The Merger Agreement; Other Agreements” of the Offer to Purchase is hereby amended and supplemented by adding the following new subsection “Letter Agreement with Mr. Bertrand” at the end of such section:

Letter Agreement with Mr. Bertrand

In connection with the Offer and the Merger, on March 24, 2015, Mr. Bertrand entered into a letter agreement with Valeant Pharmaceuticals North America LLC (the “Letter Agreement”) which, subject to Mr. Bertrand’s continued employment with Salix through the Effective Time, will become effective upon closing of the Merger and at such time, will terminate and supersede Mr. Bertrand’s existing entitlements under his Amended and Restated Employment Agreement with Salix (other than any ongoing restrictive covenants set forth therein).

Pursuant to the terms of the Letter Agreement, Mr. Bertrand will serve as the SVP and General Manager of the Surviving Corporation. In this role, Mr. Bertrand will receive an annual base salary of $550,000 (which is the same as his current salary) and will be eligible to participate in Valeant’s management bonus plan, under which his target and maximum bonus opportunity will be 40% and 80% of base salary, respectively. Additionally, Mr. Bertrand will receive sign-on equity awards valued at approximately $2,000,000. One-half of Mr. Bertrand’s sign-on equity will be granted in Valeant stock options that vest ratably over four years, and the remainder of such sign-on awards will be granted in Valeant performance share units that will vest between 0-300%, based on the achievement of certain Valeant performance criteria over a three year performance period.

Under the Letter Agreement, Mr. Bertrand will be eligible to receive a retention bonus in the aggregate amount of $2,799,500 which will be paid in three equal installments on the closing of the Merger and the six and twelve month anniversaries thereof, subject to Mr. Bertrand’s continued employment through each payment date. In the event Mr. Bertrand is terminated by Valeant without “cause” (as that term is defined in the Letter Agreement) prior to the twelve month anniversary of the closing of the Merger, subject to execution and non-revocation of a general release of claims, he will be paid any portion of the retention bonus that remains unpaid at the time of such termination. Mr. Bertrand will not be entitled to any other severance payments or benefits from Valeant and will not be entitled to any severance payments or benefits under his existing Amended and Restated Employment Agreement with Salix.

The foregoing summary description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which has been filed as Exhibit (d)(5) to the Schedule TO, which is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(xii) Email sent to employees of Valeant and Salix on March 25, 2015

(d)(5) Letter Agreement, dated as of March 24, 2015, by and between Valeant Pharmaceuticals North America LLC and William C. Bertrand.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 8 to Schedule TO is true, complete and correct.

Dated: March 25, 2015

SUN MERGER SUB, INC.
By:	/s/ Robert R. Chai-Onn
Name:	Robert R. Chai-Onn
Title:	Executive Vice President, General Counsel and Secretary
VALEANT PHARMACEUTICALS INTERNATIONAL
By:	/s/ Robert R. Chai-Onn
Name:	Robert R. Chai-Onn
Title:	Executive Vice President, General Counsel and Secretary
VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
By:	/s/ Robert R. Chai-Onn
Name:	Robert R. Chai-Onn
Title:	Executive Vice President, General Counsel and Chief Legal Officer, Head of Corporate and Business Development

EXHIBIT INDEX

Index No.
(a)(1)(i)	Offer to Purchase dated March 4, 2015.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Summary Advertisement as published in The New York Times on March 4, 2015.*
(a)(1)(vii)	Amendment and Supplement to the Offer to Purchase, dated March 17, 2015.*
(a)(5)(i)	Joint Press Release issued by Valeant and Salix, dated February 23, 2015 (incorporated by reference to Exhibit 99.1 of the Tender Offer Statement on Schedule TO-C filed by Valeant on February 23, 2015).
(a)(5)(ii)	Earnings Press Release issued by Valeant on February 23, 2015 (incorporated by reference to Exhibit 99.1 of the Tender Offer Statement on Schedule TO-C filed by Valeant on February 23, 2015).
(a)(5)(iii)	Investor presentation by Valeant, dated February 23, 2015 (incorporated by reference to Exhibit 99.1 of the Tender Offer Statement on Schedule TO-C filed by Valeant on February 23, 2015).
(a)(5)(iv)	Email sent to employees of Valeant on February 22, 2015 (incorporated by reference to Exhibit 99.2 of the Tender Offer Statement on Schedule TO-C filed by Valeant on February 23, 2015).
(a)(5)(v)	Email sent to employees of Salix on February 22, 2015 (incorporated by reference to Exhibit 99.3 of the Tender Offer Statement on Schedule TO-C filed by Valeant on February 23, 2015).
(a)(5)(vi)	Transcript from Investor Presentation, dated February 23, 2015 (incorporated by reference to Exhibit 99.1 of the Tender Offer Statement on Schedule TO-C filed by Valeant on February 24, 2015).
(a)(5)(vii)	Press Release issued by Valeant, dated March 11, 2015.*
(a)(5)(viii)	Press Release issued by Valeant, dated March 13, 2015.*
(a)(5)(ix)	Press Release issued by Valeant, dated March 13, 2015.*
(a)(5)(x)	Joint Press Release issued by Valeant and Salix, dated March 16, 2015.*
(a)(5)(xi)	Email sent to employees of Salix on March 18, 2015.*
(a)(5)(xii)	Email sent to employees of Valeant and Salix on March 25, 2015
(b)(1)	Third Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2012, among Valeant, certain subsidiaries of Valeant as guarantors, each of the lenders named therein, J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC (“GSLP”) and Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. (“JPMorgan”) and Morgan Stanley, as Co-Syndication Agents, JPMorgan, as Issuing Bank, GSLP, as Administrative Agent and Collateral Agent, and the other agents party thereto (the “Third Amended and Restated Credit and Guaranty Agreement of Valeant Pharmaceuticals International, Inc.”) (incorporated by reference to Exhibit 10.1 to Valeant’s Current Report on Form 8-K filed on February 17, 2012).
(b)(2)	Amendment No. 1, dated March 6, 2012, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.1 to Valeant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012 filed on November 5, 2012).
(b)(3)	Amendment No. 2, dated September 10, 2012, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.2 to Valeant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012 filed on November 5, 2012).
(b)(4)	Amendment No. 3, dated January 24, 2013, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.25 to Valeant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on February 28, 2013).

Index No.
(b)(5)	Amendment No. 4, dated February 21, 2013, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.26 to Valeant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on February 28, 2013).
(b)(6)	Amendment No. 5, dated as of June 6, 2013, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.3 to Valeant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 filed on August 7, 2013).
(b)(7)	Amendment No. 6, dated June 26, 2013, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.4 to Valeant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 filed on August 7, 2013).
(b)(8)	Amendment No. 7, dated September 17, 2013, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.3 to Valeant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013 filed on November 1, 2013).
(b)(9)	Amendment No. 8, dated December 20, 2013, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.28 to Valeant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed on February 28, 2014).
(b)(10)	Successor Agent Agreement and Amendment No. 9 to the Third Amended and Restated Credit and Guaranty Agreement of Valeant, dated as of January 8, 2015, by and among Valeant, certain subsidiaries of Valeant as guarantors, each of the lenders named therein, Barclays Bank PLC, as the successor agent, and GSLP (incorporated by reference to Exhibit 10.31 to Valeant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on February 27, 2015).
(b)(11)	Joinder Agreement, dated June 14, 2012, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.1 to Valeant’s Current Report on Form 8-K filed on June 15, 2012).
(b)(12)	Joinder Agreement, dated July 9, 2012, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.2 to Valeant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012 filed on August 3, 2012).
(b)(13)	Joinder Agreement, dated as of September 11, 2012, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.3 to Valeant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012 filed on November 5, 2012).
(b)(14)	Joinder Agreement, dated as of October 2, 2012, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.1 to Valeant’s Current Report on Form 8-K filed on October 9, 2012).
(b)(15)	Joinder Agreement, dated as of December 11, 2012, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant (incorporated by reference to Exhibit 10.31 to Valeant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on February 28, 2013).
(b)(16)	Joinder Agreement dated August 5, 2013 to the Third Amended and Restated Credit and Guaranty Agreement of Valeant, relating to the Series A-2 Tranche A Term Loans (incorporated by reference to Exhibit 10.5 to Valeant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed on August 7, 2013).
(b)(17)	Joinder Agreement dated August 5, 2013 to the Third Amended and Restated Credit and Guaranty Agreement of Valeant, relating to the Series E Tranche B Term Loans (incorporated by reference to Exhibit 10.6 to Valeant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed on August 7, 2013).
(b)(18)	Joinder Agreement dated February 6, 2014 to the Third Amended and Restated Credit and Guaranty Agreement of Valeant, relating to the Additional Series A-3 Tranche A Term Loan Commitment (incorporated by reference to Exhibit 10.36 to Valeant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed on February 28, 2014).
(b)(19)	Joinder Agreement dated February 6, 2014 to the Third Amended and Restated Credit and Guaranty Agreement of Valeant, relating to the Series E-1 Tranche B Term Loan Commitment (incorporated by reference to Exhibit 10.37 to Valeant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed on February 28, 2014).

Index No.
(b)(20)	Joinder Agreement dated January 22, 2015 to the Third Amended and Restated Credit and Guaranty Agreement of Valeant, relating to the New Revolving Loan Commitment (incorporated by reference to Exhibit 10.41 to Valeant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on February 27, 2015).
(b)(21)	Joinder Agreement dated January 22, 2015 to the Third Amended and Restated Credit and Guaranty Agreement of Valeant, relating to the Additional Series A-3 Tranche A Term Loan Commitment (incorporated by reference to Exhibit 10.42 to Valeant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on February 27, 2015).
(b)(22)	Commitment Letter, dated as of February 20, 2015, among Valeant, VPI, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, HSBC Bank Canada, The Hongkong and Shanghai Banking Corporation Limited, HSBC Securities (USA) Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., DNB Capital LLC, DNB Markets, Inc., SunTrust Bank and SunTrust Robinson Humphrey, Inc. (incorporated by reference to Exhibit 10.1 to Valeant’s Current Report on Form 8-K filed on February 23, 2015).
(b)(23)	Amendment No. 10, dated March 5, 2015, to the Third Amended and Restated Credit and Guaranty Agreement of Valeant.*
(b)(24)	Amended and Restated Commitment Letter, dated as of March 8, 2015, among Valeant, VPI, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Island Branch, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, HSBC Bank Canada, The Hongkong and Shanghai Banking Corporation Limited, HSBC Securities (USA) Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., DNB Capital LLC, DNB Markets, Inc., SunTrust Bank, SunTrust Robinson Humphrey, Inc., Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, RBC Capital Markets and Citigroup Global Markets Inc.*
(d)(1)	Agreement and Plan of Merger, dated as of February 20, 2015, by and among Salix, VPI, Purchaser and, solely for purposes of providing a guarantee of VPI’s and Purchaser’s obligations, Valeant (incorporated by reference to Exhibit 2.1 to Salix’s Current Report on Form 8-K filed on February 23, 2015).
(d)(2)	Confidentiality Agreement, dated January 20, 2015, between Valeant and Salix.*
(d)(3)	Amendment, dated February 6, 2015, to Confidentiality Agreement, dated January 20, 2015, between Valeant and Salix.*
(d)(4)	Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 16, 2015, by and among VPI, Valeant, the Purchaser and Salix (incorporated by reference to Exhibit 2.1 to Salix’s Current Report on Form 8-K filed on March 17, 2015).
(d)(5)	Letter Agreement, dated as of March 24, 2015, by and between Valeant Pharmaceuticals North America, LLC and William C. Bertrand.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

EX-99.A.5.XII

Exhibit (a)(5)(xii)

Dear Valeant and Salix Colleagues:

As Day 1 of our new combined company rapidly approaches, I would like to announce our executive leadership structure for Salix post-close. I would first like to thank all of you who are working tirelessly and professionally to bring our two companies together — planning our integration, raising the financing, meeting regulatory requirements, and on the many other tasks that have been added to your normal workload. Your hard work will ensure our two companies start out in a successful manner, and I truly appreciate it.

I am pleased to announce that Bill Bertrand has agreed to stay on with Salix in the capacity of Senior Vice President and General Manager, contingent upon the close of our acquisition. In Valeant’s decentralized business model, the General Manager role is critical for ensuring our businesses are well positioned to lead the organization both internally and with key stakeholders, to maximize the value of our assets and to position our businesses for continued growth and success. Bill joined Salix in July 2013 as Senior Vice President, General Counsel and Corporate Secretary, bringing more than 16 years of pharmaceutical experience and 24 years of legal experience. Bill is currently Acting Chief Operating Officer and has served as the integration lead for Salix. He has had responsibility for legal, compliance, business development, information technology, corporate affairs (internal and external communications), government relations and regulatory affairs in previous roles.

I am also delighted to announce that John Temperato has agreed to take on the role of Vice President and Head of Sales for all of Salix reporting to Bill Bertrand. In this role John will be asked to work through the integration and prepare for what we hope will be the biggest indication launch in Salix’s history. John will shape the commercial approach across all of Salix’s products, and his leadership will be critical as we continue to build upon Salix’s unmatched reputation in the gastrointestinal market. John has over 20 years of industry experience across all commercial functions, the last 10 of which have been with Salix as part of the team responsible for growing revenue from $119mm in 2004 to over $1.4bb in 2014. John has led a number of field forces over his career and has a proven track record of success. He also has experience in other commercial functions including managed markets and marketing, and his relationships are deep among gastrointestinal key opinion leaders.

Finally, I am pleased to announce that Tom Hadley, who spearheaded our wildly successful Jublia launch for the dermatology team, has agreed to take on the role of Vice President and Head of Marketing for Salix reporting to Bill Bertrand. Tom joined Valeant in 2013 and has over 25 years of marketing experience. He has led multiple launches and direct-to-consumer campaigns including Jublia, NuvaRing, and EpiPen. He was most recently named one of the top 25 DTC marketers of the year for his work on Jublia. Tom will be based in Raleigh, N.C. along with John and Bill.

Please join me in congratulating Bill, John and Tom on their new positions. I am confident that Salix will be on the right track under their leadership.

Best regards,

/s/ J. Michael Pearson

Mike

Additional Information

The tender offer by Sun Merger Sub, Inc., a wholly owned subsidiary of Valeant Pharmaceuticals International, which is a wholly owned subsidiary of Valeant Pharmaceuticals International, Inc. (collectively “Valeant”) to acquire all outstanding shares of common stock of Salix Pharmaceuticals, Ltd. (“Salix”) at a price of $173.00 per share in cash, without interest and less any required withholding taxes, is scheduled to expire at 12:00 midnight, Eastern time, on April 1, 2015 (one minute after 11:59 p.m. Eastern time, on March 31, 2015), unless the tender offer is extended pursuant to and in accordance with the terms of the merger agreement governing such offer and the related transactions. If all of the conditions to the tender offer have not been satisfied by April 8, 2015, the offer price will drop to $158.00 per share.

This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Salix. Valeant filed a Tender Offer Statement on Schedule TO with the U.S. Securities Exchange Commission (“SEC”) on March 4, 2015. Salix filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer on March 6, 2015. Stockholders of Salix are urged to read the tender offer materials (including the Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement, in each case as amended (to the extent applicable), because they contain important information which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, have been made available to all stockholders of Salix at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement are available to all stockholders of Salix free of charge at the website maintained by the SEC at www.sec.gov. In addition, the tender offer statement and other documents that Valeant files with the SEC are and will be made available to all stockholders of Salix free of charge at www.valeant.com. The Solicitation/Recommendation Statement and the other documents filed by Salix with the SEC are, and will be, made available to all stockholders of Salix free of charge at www.salix.com.

EX-99.D.5

Exhibit(d)(5)

Valeant Pharmaceuticals North America LLC

400 Somerset Corporate Boulevard

Bridgewater, New Jersey 08807

Tel: 908.927.1400

www.valeant.com

March 24, 2015

William C. Bertrand

3056 Lewis Farm Rd

Raleigh, NC 27607

Dear Bill,

We are pleased to provide you with this letter as confirmation of your offer of employment with Valeant Pharmaceuticals North America LLC (“Valeant”). This offer is contingent upon: (1) the closing of Valeant Pharmaceuticals International, Inc.’s pending acquisition (the “Acquisition”) of Salix Pharmaceuticals, Ltd. (“Salix”); and (2) your continued employment with Salix now through the closing date of that acquisition (the “Closing Date”). This letter will become effective upon satisfaction of the conditions in (1) and (2) and, at such time, will supersede and terminate any earlier agreements or arrangements, written or oral, with respect to the subject matter herein, including, but not limited to, your Amended and Restated Employment Agreement, dated March 25, 2015 with Salix Pharmaceutical, Inc. (your “Prior Employment Agreement”), but for the avoidance of doubt, your ongoing restrictive covenants under Section 5.1 of your Prior Employment Agreement shall continue to apply.

This offer letter outlines the details of your continued employment including your compensation and benefits.

• Title. Your title will be SVP and General Manager.

• Salary. Your base salary will be $550,000.00 USD annually, or $ 21,154 bi-weekly.

• Bonus Plan. You are eligible to participate in the Valeant Pharmaceuticals International, Inc. (“VPII”) management bonus plan. Your target bonus will be 40% of your base salary, with the potential of 80% of your base salary. This plan, and therefore your participation, is subject to change at the discretion of the Talent and Compensation Committee of the Board of Directors (the “Committee”). Bonuses are payable at the time the other management bonuses are paid. To be eligible for any bonus payment, you must be employed by Valeant, and you must not have given or received notice of the termination of your employment, on the day on which the applicable bonus is paid to other members of Valeant’s management. Your 2015 bonus will be based on actual performance for the period April 1, 2015 through December 31, 2015 and target performance for the period January 1, 2015 through March 31, 2015.

William Bertrand

March 24, 2015

• Equity. The Committee has authorized VPII’s Chief Executive Officer to grant the following equity awards, valued at approximately $2,000,000:

• approximately $1,000,000 in options to purchase common shares of VPII, which options vest 25% on each of the 4 anniversaries following the date of grant and have a ten year maximum term

• approximately $1,000,000 in Performance Stock Units (PSUs), which vest between 0-300%, based on meeting certain VPII performance criteria, as measured approximately three years from the grant date. The triggers for 1x, 2x and 3x vesting shall be based on VPII’s common shares attaining a 10%, 20% and 30% 3-year compound annual growth rate, respectively, as measured against a base share price determined at the time of grant.

These equity awards are contingent upon your acceptance of the offer and will be made pursuant to the terms of the applicable Valeant equity plan and governed by such plan and applicable grant agreements. Further details will be provided at the time of the grant.

The grant date for the equity awards set forth above shall be on the date of the closing of the Acquisition, provided that if such date is during a trading blackout period under VPII’s Blackout Policy, the grant date shall be the first trading day after the trading blackout is no longer in effect.

• Retention Bonus (No other Severance Benefits). You shall be eligible to receive a retention bonus in an aggregate amount of $2,799,500. Such retention bonus will be payable to you in three equal installments on (1) the Closing Date, (2) the 6 month anniversary of the Closing Date and (3) the twelve month anniversary of the Closing Date, in each instance, subject to your continued active employment with Salix or Valeant through each respective date. In addition, in the event your employment is terminated by Valeant without “Cause” (as defined below) after the Closing Date and before the twelve month anniversary thereof, then (subject to the Release Requirement set forth below), you will promptly be paid any remaining unpaid portions of your retention bonus. Except as otherwise provided herein, you will not be entitled to receive any other severance payments or benefits from Valeant or Salix (of any of their respective affiliates) upon any termination of employment that occurs on or after the Closing Date, including, without limitation, any severance payments or benefits under your Prior Employment Agreement or Valeant’s U.S. Severance Pay Plan, provided, however, that upon such a termination, your outstanding equity awards shall be treated in accordance with the terms of the applicable Valeant equity plan and award agreements in effect.

• Matching Share Program. You shall be eligible to participate in VPII’s matching share program, as in effect from time to time, which currently allows participants to receive one matching share unit, which vests over a 3 year period, for each share purchased and held in accordance with the terms of such program. You will be eligible to participate in the current program up to an aggregate purchase amount equal to 50% of your target cash compensation.

• Employee Benefits. You will continue to participate in your current Salix benefit plans (as may be amended in accordance with their terms) until you are transitioned to Valeant’s plans. It is anticipated that this change will occur within sixty days of the Acquisition close. Details on Valeant’s benefit plans and open enrollment process will be provided to you. Please note these plans are reviewed from time to time and subject to change.

Page 2 of 5

William Bertrand

March 24, 2015

• Vacation. You will participate in Valeant’s Management Vacation Plan which allows you to take vacation days, at times mutually agreed with your supervisor. You will not accrue any vacation as a participant in this plan. Your current balance of vacation days, if any, will transition over to Valeant.

• Years of Service. Your years of service with Salix will be recognized at Valeant for the purpose of determining benefits under any service-based compensation or benefit programs, to the extent allowed by law.

• Release Requirement. Notwithstanding anything herein to the contrary, Valeant shall have no obligation to pay or provide any of the severance benefits set forth in this letter and shall have no obligations to you in respect of the termination of your employment save and except for obligations that are expressly established by applicable employment standards legislation unless you execute and deliver, within 45 days of the date of your termination, and do not revoke, a general release in form satisfactory to Valeant and any revocation period set forth in the release has lapsed. You shall not be required to mitigate the amount of any severance payment provided for under this letter by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to you in any subsequent employment. Notwithstanding anything herein to the contrary, in no event shall the timing of your execution of the general release, directly or indirectly, result in you designating the calendar year of payment to the extent such designation would result in a violation of Section 409A, and if a payment that is subject to execution of the general release could be made in more than one taxable year, to the extent required to avoid a violation of Section 409A, payment shall be made in the later taxable year.

• Definition of “Cause”. Valeant may terminate your employment for “Cause”, subject to the payment by Valeant to you of the applicable benefits provided in this letter. “Cause” shall mean, for purposes of this letter, “cause” as defined by applicable common law, and (1) conviction of any felony or indictable offense (other than one related to a vehicular offense) or other criminal act involving fraud; (2) willful misconduct that results in a material economic detriment to the Company; (3) material violation of Company policies and directives, which is not cured after written notice and an opportunity for cure; (4) continued refusal by you to perform your duties after written notice identifying the deficiencies and an opportunity for cure; and (5) a material violation by you of any material covenants to the Company. No action or inaction shall be deemed willful if not demonstrably willful and if taken or not taken by you in good faith and with the understanding that such action or inaction was not adverse to the best interests of the Company. Reference in this paragraph to the Company shall also include any direct or indirect subsidiary of VPII (including Valeant). The Company may suspend you, with pay, upon your indictment for the commission of a felony or indictable offense as described under clause (1) above. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered.

• At-Will Employment. This letter constitutes an offer of “at-will” employment and is not a contract providing for guaranteed employment or employment for a specific period of time. This means that each of you and Valeant has the option to terminate your employment at any time, with or without advance notice, for any or no reason. The “at-will” nature of your employment can only be changed by a written agreement signed by VPII’s Executive Vice President of Administration and Chief Human Capital Officer or Chief Executive Officer.

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William Bertrand

March 24, 2015

It is understood that, during your employment by Valeant or any of its affiliates, you will not engage in any activities that constitute a conflict of interest with the interests of Valeant or any of its affiliates, as outlined in VPII’s conflict of interest policies for employees in effect from time to time.

• Withholding Taxes. All payments to you or, if applicable, your beneficiary by Valeant shall be subject to withholding on account of federal, state and local taxes as required by law.

• Section 409A. The parties intend for the payments and benefits under this letter to be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this letter shall be construed and administered in accordance with such intention. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this letter shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this letter during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination date (or death, if earlier).

It is understood that you are required to have read, reviewed, agreed, signed and returned to Valeant each of VPII’s Standards of Business Conduct, Insider Trading Policy, Blackout Policy and Global Anti-Bribery Policy, and by signing below you acknowledge your requirement to comply with such documents and policies at all times during your employment with Valeant or any of its affiliates.

Policies of VPII and its affiliates will govern any other matter not specifically covered by this letter.

This letter is governed by the laws of the State of New Jersey.

Please indicate your acceptance of this offer of employment with Valeant, by signing and faxing this letter to Sharon Roche in Human Resources at (908) 927-1458, or by scanning and e-mailing a signed copy to Sharon.Roche@valeant.com.

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William Bertrand

March 24, 2015

We are excited to have you join our team. Welcome to Valeant Pharmaceuticals!

Sincerely,

/s/ Brian Stolz

Brian Stolz

EVP, Administration

  & Chief Human Capital Officer

AGREED TO AND ACCEPTED:

/s/ William C. Bertrand	3/24/15
William C Bertrand	Date

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