UNITED STATES
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
Date of report (Date of earliest event reported):
December 9, 2008
Valeant Pharmaceuticals International
(Exact Name of Registrant as Specified in Charter)
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1-11397
(Commission File Number)
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Delaware
(State or Other Jurisdiction of Incorporation)
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33-0628076
(IRS Employer Identification No.) |
One Enterprise
Alisa Viejo, California 92656
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:
(949) 461-6000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On December 10, 2008, Valeant Pharmaceuticals International (the “Company”) announced that it
had entered into an Agreement and Plan of Merger dated as of December 9, 2008 (the “Merger
Agreement”) with Dow Pharmaceutical Sciences, Inc., a Delaware corporation (“Dow”), a
representative of the securityholders of Dow and Descartes Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub
will merge with and into Dow and Dow will become a wholly owned subsidiary of the Company.
Pursuant to the terms of the Merger Agreement, the Company has agreed to pay to the Dow
securityholders aggregate merger consideration of $285 million in cash, subject to certain
adjustments relating to the amount of cash, indebtedness and working capital of Dow at the closing
of the transaction and on the terms and subject to the terms and conditions of the Merger
Agreement. Additionally, the Company has agreed to pay the Dow securityholders future milestone
payments, predominantly upon the achievement of approval and commercial targets for certain
pipeline products still in development.
The Merger Agreement contains customary representations and warranties of the parties. $35
million of the merger consideration will be delivered into escrow and will be available to
compensate the Company for damages in the event of breaches of representations and warranties and
for other indemnification obligations of the securityholders for a period of eighteen months after
the closing, subject to the conditions and limitations set forth in the Merger Agreement. Under
certain circumstances set forth in the Merger Agreement, future milestone payments may be offset to
compensate the Company for damages in the event of breaches of representations and warranties and
for other indemnification obligations of the securityholders.
The transaction was approved by the boards of directors of both companies. The consummation
of the transactions contemplated by the Merger Agreement are subject to regulatory review, Dow
stockholder approval, the expiration of the waiting period under the Hart-Scott Rodino Antitrust
Improvement Act of 1976, as amended, and the satisfaction or waiver of other customary closing
conditions. The transaction is expected to close at year end.
Item 7.01. Regulation FD Disclosure.
On December 10, 2008, the Company issued a press release related to the agreement to acquire
Dow. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of an Investor Presentation with respect to the transaction is furnished as Exhibit 99.2 to
this Current Report on Form 8-K.
The information in Item 7.01 of this Current report in Form 8-K, including Exhibits 99.1 and
99.2, will not be treated as “filed” for the purposes of Section 18 of the Securities and Exchange
Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This
information will not be deemed incorporated by reference into a filing under the Securities Act of
1933, or into another filing under the Exchange Act, unless that filing expressly refers to
specific information in this Item 7.01 of this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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Press Release of Valeant Pharmaceuticals International, dated December 10, 2008. |
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99.2 |
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Investor Presentation. |