defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check appropriate box:
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material pursuant to § 240.14a-12 |
VALEANT PHARMACEUTICALS INTERNATIONAL
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing. |
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
EXPLANATORY NOTE
On September 22, 2010, Valeant Pharmaceuticals International (Valeant) and Biovail Corporation
(Biovail) issued the following joint press release announcing Valeants anticipated declaration
date and record date for the special dividend contemplated by the Agreement and Plan of Merger,
dated as of June 20, 2010, among Valeant, Biovail, Biovail Americas Corp. and Beach Merger Corp.
FOR IMMEDIATE RELEASE
VALEANT AND BIOVAIL ANNOUNCE VALEANTS INTENTION TO DECLARE A
SPECIAL DIVIDEND TO VALEANT STOCKHOLDERS UPON OBTAINING
SHAREHOLDER APPROVAL, FINANCING AND SATISFACTION OF OTHER
CLOSING CONDITIONS
ALISO VIEJO, California and TORONTO, Ontario, September 22, 2010 Valeant Pharmaceuticals
International (NYSE: VRX) and Biovail Corporation (NYSE/TSX: BVF) today announced that Valeant
currently anticipates declaring a one-time special cash dividend of $16.77 per share to Valeant
stockholders on September 27, 2010 in connection with the previously announced merger transaction
between Valeant and Biovail, subject to obtaining the requisite shareholder approvals in connection
with the merger of Valeant and Biovail at their respective meetings of shareholders to be held on
that date and to the satisfaction or waiver of certain conditions to the closing of the merger,
including the receipt of financing. Valeant anticipates that the record date for the dividend will
be the close of business on September 27, 2010, and that the dividend would be funded on such date.
Valeant and Biovail currently anticipate that the effective time of the merger will occur on
September 28, 2010, subject to the satisfaction or waiver of the conditions to the closing of the
merger.
Valeant believes, based upon its estimated calculations, that the portion of the special
dividend taxable as a dividend for U.S. federal income tax purposes is not expected to exceed
fifteen percent of the special dividend. Valeant will provide the final portion taxable as a
dividend on its website and through Form 1099-DIV, as applicable.
About Valeant
Valeant Pharmaceuticals International (NYSE: VRX) is a multinational specialty pharmaceutical
company that develops, manufactures and markets a broad range of pharmaceutical products primarily
in the areas of neurology and dermatology. More information about Valeant can be found at
www.valeant.com.
About Biovail
Biovail Corporation (NYSE and TSX: BVF) is a specialty pharmaceutical company engaged in the
formulation, clinical testing, registration, manufacture, and commercialization of pharmaceutical
products. Biovail is focused on the development and commercialization of medicines that address
unmet medical needs in niche specialty central nervous system (CNS) markets. For more information
about Biovail, visit Biovails Web site at www.biovail.com.
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 and the tax consequences thereof. 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 document 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 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 document, 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 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 the 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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Contact Information: |
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Contact for Valeant
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Contact for Biovail |
Laurie W. Little
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Nelson F. Isabel |
949-461-6002
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905-286-3000 |
laurie.little@valeant.com
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ir@biovail.com |