EX-99.4
Exhibit 99.4
International Headquarters
2150 St.
Elzéar Blvd. West
Laval, Quebec H7L 4A8
Phone: 514.744.6792
Fax:
514.744.6272
|
|
|
| Investor Contact: |
|
Media Contact: |
| Arthur Shannon |
|
Lainie Keller |
| arthur.shannon@valeant.com |
|
lainie.keller@valeant.com |
| (514) 856-3855 |
|
(908) 927-0617 |
| (877) 281-6642 (toll free) |
|
|
VALEANT AND ONE OF ITS SUBSIDIARIES ANNOUNCE UPSIZE OF CASH TENDER OFFERS TO
$1,500,000,000 OUTSTANDING PRINCIPAL AMOUNT
LAVAL, QUEBEC, Dec. 4, 2017 – Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) (“Valeant”) and Valeant Pharmaceuticals
International (“VPI,” and together with Valeant, the “Offerors”), a wholly-owned subsidiary of Valeant, incorporated in Delaware, announced today that they have increased the maximum aggregate principal amount of their respective
outstanding notes listed in the table below (collectively, the “Notes”) that they may purchase pursuant to the previously announced cash tender offers (collectively, the “Tender Offers,” and each offer to purchase a series of
notes individually, a “Tender Offer”) upon terms and subject to the conditions set forth in the Offer to Purchase, dated December 4, 2017 (the “Offer to Purchase”), as supplemented by this release, and a related Letter of
Transmittal. The Company and VPI announced that they have increased the maximum aggregate principal amount of Notes that may be purchased (the “Aggregate Maximum Purchase Amount”) pursuant to the Tender Offers from
$1,000,000,000 to $1,500,000,000. Valeant is the Offeror for the notes issued by it, and VPI is the Offeror for the notes issued by it.
No more
than $200,000,000 aggregate principal amount (the “Tender Cap”) of 5.375% Senior Notes due 2020 (the “5.375% Notes” or the “Priority 3 Notes”) will be purchased in the Tender Offers. All other terms and conditions of
the Tender Offers will remain the same.
The following table sets forth certain terms of the Tender Offers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuer |
|
Series of
Notes |
|
144A CUSIP/ISIN
Number |
|
Reg S
CUSIP/ISIN
Number |
|
Aggregate
Principal
Amount
Outstanding |
|
|
Tender Cap1 |
|
|
Acceptance
Priority
Level |
|
|
Tender Offer
Consideration2 |
|
|
Early
Tender
Premium2 |
|
|
Total
Consideration2,3 |
|
| VPI |
|
7.000% Senior Notes
Due 2020 |
|
91911XAM6/
US91911XAM65 |
|
U9098VAE2/
USU9098VAE21 |
|
$ |
258,669,000 |
|
|
|
N/A |
|
|
|
1 |
|
|
$ |
981.67 |
|
|
$ |
30.00 |
|
|
$ |
1,011.67 |
|
| VPI |
|
6.375% Senior Notes Due 2020 |
|
91829KAA1/
US91829KAA16 |
|
U93008AA5/
USU93008AA57 |
|
$ |
1,681,331,000 |
|
|
|
N/A |
|
|
|
2 |
|
|
$ |
985.94 |
|
|
$ |
30.00 |
|
|
$ |
1,015.94 |
|
| Valeant |
|
5.375% Senior Notes Due 2020 |
|
91831AAA9/
US91831AAA97 |
|
C96729AA3/
USC96729AA31 |
|
$ |
2,000,000,000 |
|
|
$ |
200,000,000 |
|
|
|
3 |
|
|
$ |
970.00 |
|
|
$ |
30.00 |
|
|
$ |
1,000.00 |
|
| 1 |
A $200,000,000 Tender Cap applies to the aggregate principal amount of the 5.375% Notes. |
| 2 |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any Accrued Interest, which will be paid
by the applicable Offeror in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date). |
| 3 |
Includes the applicable Early Tender Premium, if any. |
The Tender Offers will expire at 11:59 p.m., New York City time, on January 2, 2018 (such date and time with
respect to a Tender Offer, as it may be extended for such Tender Offer, the “Expiration Date”). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the Tender Offers at or prior to, but not
after, 5:00 p.m., New York City time, on December 15, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the
Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes, except for certain limited circumstances where additional withdrawal rights are required by law.
Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the “Tender Offer
Consideration”). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on December 15, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such
Tender Offer, the “Early Tender Date”) and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the early tender premium, if any, for the applicable series of Notes set forth in
the table above (with respect to each series of Notes, the “Early Tender Premium” and, together with the applicable Tender Offer Consideration, the “Total Consideration”). Holders of Notes validly tendered after the Early Tender
Date, but at or prior to the Expiration Date, and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration, but not the Early Tender Premium for the applicable series of Notes. No tenders will be
valid if submitted after the Expiration Date.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of
Notes accepted for purchase pursuant to the Tender Offers will, on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable, also receive accrued and unpaid interest on those Notes from the last
interest payment date with respect to those Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (the “Accrued Interest”).
Each Offeror reserves the right, in its sole discretion, to increase or decrease the amount of Notes purchased in any Tender Offer at any time such that the
Aggregate Maximum Purchase Amount and the Tender Cap may be increased or decreased without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for any Tender Offer, subject to compliance with
applicable law, which could result in the Offerors purchasing a greater or lesser amount of Notes in the Tender Offers. If the Aggregate Maximum Purchase Amount or the Tender Cap changes, the Offerors do not expect to extend the Withdrawal Deadline,
subject to applicable law.
Each Offeror reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the
Expiration Date, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date (the date of such acceptance and purchase, the “Early Settlement Date”), subject to the Aggregate Maximum
Purchase Amount, the Tender Cap, the Acceptance Priority Levels and proration as described in the Offer to Purchase. The Early Settlement Date will be determined at the Offerors’ option, assuming the conditions to the Tender Offers have been
2 | Page
either satisfied or waived by the Offerors at or prior to the Early Settlement Date. If an Offeror elects to have an Early Settlement Date, it will accept Notes validly tendered at or prior to
the Early Tender Date, subject to the Aggregate Maximum Purchase Amount, the Tender Cap, the Acceptance Priority Levels and proration as described in the Offer to Purchase. Irrespective of whether an Offeror chooses to exercise its option to have an
Early Settlement Date, it will purchase any remaining Notes that have been validly tendered at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by the
Offerors, promptly following the Expiration Date (the date of such acceptance and purchase, the “Final Settlement Date”; the Final Settlement Date and the Early Settlement Date each being a “Settlement Date”), subject to the
Aggregate Maximum Purchase Amount, the Tender Cap, the Acceptance Priority Levels and proration as described in the Offer to Purchase. The Final Settlement Date is expected to occur on the second business day following the Expiration Date, assuming
the conditions to the Tender Offers have been either satisfied or waived by the Offerors at or prior to the Expiration Date and Notes having an aggregate purchase price (exclusive of Accrued Interest) equal to the Aggregate Maximum Purchase Amount
are not purchased on the Early Settlement Date.
Subject to the Aggregate Maximum Purchase Amount, the Tender Cap and proration as described in the Offer
to Purchase, all Notes validly tendered at or prior to the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes validly tendered at or prior to the Early Tender Date having a lower Acceptance
Priority Level are accepted for purchase, and all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes validly tendered after the Early Tender Date having a lower
Acceptance Priority Level are accepted for purchase. However, even if the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Aggregate Maximum Purchase Amount and the Tender Cap, Notes validly tendered at or prior to
the Early Tender Date will be accepted for purchase before any Notes validly tendered after the Early Tender Date are accepted for purchase, even if such Notes validly tendered after the Early Tender Date have a higher Acceptance Priority Level than
Notes validly tendered at or prior to the Early Tender Date. Therefore, if the aggregate principal amount of Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Aggregate Maximum Purchase Amount, the Offerors will not
accept for purchase any Notes tendered after the Early Tender Date, and if the aggregate principal amount of Priority 3 Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Tender Cap, the applicable Offeror will not
accept for purchase Priority 3 Notes, tendered after the Early Tender Date. Additional information about the application of the Aggregate Maximum Purchase Amount, Acceptance Priority Levels, Tender Cap and proration is set forth in the Offer to
Purchase.
The Tender Offers are not conditioned upon a minimum amount of Notes of any series, or a minimum amount of Notes of all series, being tendered.
However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including receipt by Valeant of net proceeds from a concurrent private offering of senior notes to
finance the payment of the Tender Offer Consideration and the Total Consideration.
Barclays Capital Inc. is acting as the dealer manager in the Tender
Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Barclays Capital Inc. at (toll-free)
(800) 438-3242 or (collect) (212) 902-7581. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be
directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
3 | Page
None of the Offerors, their respective boards of directors or officers, the dealer manager, the depositary, the
information agent or the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been
authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and
related Letter of Transmittal. This news release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be
deemed to be made on behalf of each Offeror by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of securities will be made only by means of a private offering circular pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.
About Valeant
Valeant Pharmaceuticals International,
Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorders, eye health, neurology and
branded generics.
Caution Regarding Forward-Looking Information and “Safe Harbor” Statement
This news release may contain forward-looking statements, including, but not limited to, the tender offer for the Notes, the details thereof and other expected
effects of the tender offer for the Notes and the proposed concurrent private offering of senior notes and the use of proceeds therefrom. Forward-looking statements may generally be identified by the use of the words “anticipates,”
“expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or
“continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the aggregate amount of notes tendered (which could lead to repurchases of other notes) and risks and uncertainties discussed in
our most recent annual and quarterly reports and detailed from time to time in our other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by
reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. We undertake no obligation to update any of these forward-looking statements
to reflect events or circumstances after the date of this news release or to reflect actual outcomes, except as required by law.
###
4 | Page
