UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

 

 

VALEANT PHARMACEUTICALS

INTERNATIONAL, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

91911K102

(CUSIP Number)

Halit Coussin

Steve Milankov

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

212-813-3700

With a Copy to:

Richard M. Brand

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

212-446-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 17, 2015

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


13D

 

CUSIP No. 91911K102 Page 2

 

  1 

Name of reporting person

 

Pershing Square Capital Management, L.P.

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Source of funds

 

    OO (See Item 3)

  5

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7 

Sole voting power

 

    0

  8

Shared voting power

 

    19,473,933

  9

Sole dispositive power

 

    0

10

Shared dispositive power

 

    19,473,933

11

Aggregate amount beneficially owned by each reporting person

 

    19,473,933

12

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13

Percent of class represented by amount in Row (11)

 

    5.7%(1)

14

Type of reporting person

 

    IA

 

(1) Calculated based on 344,005,017 shares of common stock, no par value, of Valeant Pharmaceuticals International, Inc., to be outstanding after the offering, as reported in Valeant Pharmaceuticals International, Inc.’s Prospectus Supplement dated March 17, 2015 to the Prospectus dated June 10, 2013, as filed with the Securities and Exchange Commission on March 18, 2015.


13D

 

CUSIP No. 91911K102 Page 3

 

  1 

Name of reporting person

 

PS Management GP, LLC

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Source of funds

 

    OO (See Item 3)

  5

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7 

Sole voting power

 

    0

  8

Shared voting power

 

    19,473,933

  9

Sole dispositive power

 

    0

10

Shared dispositive power

 

    19,473,933

11

Aggregate amount beneficially owned by each reporting person

 

    19,473,933

12

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13

Percent of class represented by amount in Row (11)

 

    5.7%(2)

14

Type of reporting person

 

    OO

 

(2) Calculated based on 344,005,017 shares of common stock, no par value, of Valeant Pharmaceuticals International, Inc., to be outstanding after the offering, as reported in Valeant Pharmaceuticals International, Inc.’s Prospectus Supplement dated March 17, 2015 to the Prospectus dated June 10, 2013, as filed with the Securities and Exchange Commission on March 18, 2015.


13D

 

CUSIP No. 91911K102 Page 4

 

  1 

Name of reporting person

 

William A. Ackman

  2

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Source of funds (see instructions)

 

    OO (See Item 3)

  5

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7 

Sole voting power

 

    0

  8

Shared voting power

 

    19,473,933

  9

Sole dispositive power

 

    0

10

Shared dispositive power

 

    19,473,933

11

Aggregate amount beneficially owned by each reporting person

 

    19,473,933

12

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13

Percent of class represented by amount in Row (11)

 

    5.7%(3)

14

Type of reporting person

 

    IN

 

(3) Calculated based on 344,005,017 shares of common stock, no par value, of Valeant Pharmaceuticals International, Inc., to be outstanding after the offering, as reported in Valeant Pharmaceuticals International, Inc.’s Prospectus Supplement dated March 17, 2015 to the Prospectus dated June 10, 2013, as filed with the Securities and Exchange Commission on March 18, 2015.


ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D (“Schedule 13D”) relates to the common stock, no par value per share (the “Common Stock”), of Valeant Pharmaceuticals International, Inc., a corporation continued under the laws of British Columbia, Canada (the “Issuer”). The principal executive offices of the Issuer are located at: 2150 St. Elzéar Blvd. West, Laval, Quebec, Canada, H7L 4A8.

As of March 17, 2015, the Reporting Persons (defined below) beneficially owned an aggregate of 19,473,933 shares of Common Stock, representing approximately 5.7% of the issued and outstanding shares of Common Stock of the Issuer.

 

ITEM 2. IDENTITY AND BACKGROUND

(a), (f) This statement is being filed by:

 

  (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”);

 

  (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”); and

 

  (iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the “Reporting Persons”).

The Reporting Persons have entered into a joint filing agreement, dated as of March 25, 2015, a copy of which is attached hereto as Exhibit 99.1.

(b) The address of the principal business and principal office of each of the Reporting Persons is 888 Seventh Avenue, 42nd Floor, New York, New York 10019.

(c) Pershing Square’s principal business is to serve as investment advisor to certain affiliated funds. PS Management’s principal business is to serve as the sole general partner of Pershing Square. The principal occupation of William A. Ackman is to serve as the Chief Executive Officer of Pershing Square and the managing member of PS Management.

(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square II, L.P., a Delaware limited partnership (“PS II”), Pershing


13D

 

CUSIP No. 91911K102 Page 6

 

Square International, Ltd., a Cayman Islands exempted company (“PS International”) and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS, PS II, and PS International, the “Pershing Square Funds”). Prior to March 17, 2015, Pershing Square had purchased for the accounts of the Pershing Square Funds an aggregate of 16,473,933 shares of Common Stock. On March 17, 2015, Pershing Square beneficially acquired for the account of the Pershing Square Funds an additional 3,000,000 shares of Common Stock pursuant to the Issuer’s public offering for total consideration of $597,000,000. The Pershing Square Funds funded the prior purchases and will fund the purchase pursuant to the public offering out of their capital.

 

ITEM 4. PURPOSE OF TRANSACTION

The Reporting Persons think highly of the Issuer’s management team, strategy, and track record.

While the Reporting Persons hold their stake for investment purposes, representatives of the Reporting Persons may continue to conduct discussions from time to time with management of the Issuer, and may conduct discussions with other stockholders of the Issuer or other relevant parties, in each case, relating to matters that may include the strategic plans, strategy, assets, business, financial condition, operations, and capital structure of the Issuer. The Reporting Persons may engage the Issuer, other stockholders of the Issuer or other relevant parties in discussions that may include one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

In addition to the foregoing, the Reporting Persons expect to conduct discussions with the Issuer and other relevant parties regarding strategic acquisitions by or joint ventures with the Issuer, or other similar arrangements. These discussions would be exploratory in nature and there is no assurance that they would lead to a definitive transaction.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuer’s financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the Board of Directors of the Issuer, price levels of the securities of the Issuer, other investment opportunities available to the Reporting Persons, the availability and cost of debt financing, conditions in the capital markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including purchasing additional securities of the Issuer, entering into financial instruments or other agreements which increase or decrease the Reporting Persons’ economic exposure with respect to their investments in the Issuer, selling some or all of the Reporting Persons’ respective holdings in the Issuer, engaging in any hedging or similar transactions with respect to such holdings and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a), (b) Based upon the Issuer’s Prospectus Supplement dated March 17, 2015 to the Prospectus dated June 10, 2013, as filed with the Securities and Exchange Commission on March 18, 2015, there are expected to be 344,005,017 shares of Common Stock issued and outstanding as of March 27, 2015 after the offering to which such prospectus supplement relates.

Based on the foregoing, as of March 27, 2015, the 19,473,933 shares of Common Stock (the “Subject Shares”) beneficially owned by the Reporting Persons will represent approximately 5.7% of the shares of Common Stock issued and outstanding.


13D

 

CUSIP No. 91911K102 Page 7

 

Pershing Square, as the investment adviser to Pershing Square Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Pershing Square, PS Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. By virtue of William A. Ackman’s position as the Chief Executive Officer of Pershing Square and managing member of PS Management, William A. Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, William A. Ackman may be deemed to be a beneficial owner of the Subject Shares.

(c) Exhibit 99.2, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in shares of Common Stock, forward purchase contracts and options that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.2 attached hereto, within the last 60 days, no reportable transactions were effected by any Reporting Person.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the common stock covered by this Schedule 13D, except that dividends from and proceeds from the sale of, the shares of the common stock held for the accounts managed by Pershing Square may be delivered to such accounts.

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Purchaser’s Letter, dated as of March 17, 2015, by Pershing Square is filed as Exhibit 99.3 and is incorporated herein by reference.

The Confidentiality Agreement, dated as of March 11, 2015, by and among Pershing Square and the Issuer (the “Confidentiality Agreement”) is filed as Exhibit 99.4 and is incorporated herein by reference. The Issuer, notwithstanding the Confidentiality Agreement, consented to the Reporting Persons’ acquisition of the Subject Shares. Pershing Square does not believe it is required to file the Confidentiality Agreement, but it is doing so to provide greater transparency on its investment in the Issuer.

Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

 

ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT

 

Exhibit 99.1 Joint Filing Agreement, dated as of March 25, 2015, among Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman.
Exhibit 99.2 Trading data.
Exhibit 99.3 Purchaser’s Letter, dated as of March 17, 2015, by Pershing Square Capital Management, L.P.
Exhibit 99.4 Confidentiality Agreement, by and among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc., dated as of March 11, 2015.


13D

 

CUSIP No. 91911K102 Page 8

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: March 25, 2015 PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
By: PS Management GP, LLC, its General Partner
By:

/s/ William A. Ackman

William A. Ackman
Managing Member
PS MANAGEMENT GP, LLC
By:

/s/ William A. Ackman

William A. Ackman
Managing Member

/s/ William A. Ackman

William A. Ackman


13D

 

CUSIP No. 91911K102   Page 9

 

EXHIBIT INDEX

 

Exhibit

  

Description

Exhibit 99.1    Joint Filing Agreement, dated as of March 25, 2015, among Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman.
Exhibit 99.2    Trading data.
Exhibit 99.3    Purchaser’s Letter, dated as of March 17, 2015, by Pershing Square Capital Management, L.P.
Exhibit 99.4    Confidentiality Agreement, by and among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc., dated as of March 11, 2015.


13D

 

CUSIP No. 91911K102 Page 10

 

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value per share, of Valeant Pharmaceuticals International, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

[Signature Page Follows]


13D

 

CUSIP No. 91911K102 Page 11

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 25th day of March, 2015.

 

PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
By: PS Management GP, LLC, its General Partner
By:

/s/ William A. Ackman

William A. Ackman
Managing Member
PS MANAGEMENT GP, LLC
By:

/s/ William A. Ackman

William A. Ackman
Managing Member

/s/ William A. Ackman

William A. Ackman

 

11



Exhibit 99.2

 

Name

   Trade Date    Buy/Sell/Exercise    No. of Shares /
Quantity
     Unit Cost      Strike Price      Trade Amount      Security    Expiration Date

Pershing Square International, Ltd.

   February 9, 2015    Buy      189,456       $ 160.83         N/A       $ 30,470,902       Common Stock    N/A

Pershing Square International, Ltd.

   February 10, 2015    Buy      108,588       $ 163.23         N/A       $ 17,724,993       Common Stock    N/A

Pershing Square International, Ltd.

   February 10, 2015    Sell to Open      131       $ 0.98       $ 160.00       $ 12,898       Listed Put Option    February 13, 2015

Pershing Square International, Ltd.

   February 10, 2015    Sell to Open      146       $ 1.74       $ 162.50       $ 25,406       Listed Put Option    February 13, 2015

Pershing Square International, Ltd.

   February 10, 2015    Sell to Open      57       $ 2.17       $ 165.00       $ 12,370       Listed Put Option    February 13, 2015

Pershing Square International, Ltd.

   February 11, 2015    Buy      177,299       $ 164.05         N/A       $ 29,085,192       Common Stock    N/A

Pershing Square International, Ltd.

   February 11, 2015    Sell to Open      97       $ 1.01       $ 162.50       $ 9,793       Listed Put Option    February 13, 2015

Pershing Square International, Ltd.

   February 11, 2015    Sell to Open      16       $ 2.13       $ 165.00       $ 3,415       Listed Put Option    February 13, 2015

Pershing Square International, Ltd.

   February 12, 2015    Buy      58,326       $ 165.75         N/A       $ 9,667,319       Common Stock    N/A

Pershing Square International, Ltd.

   February 12, 2015    Sell to Open      310       $ 1.54       $ 165.00       $ 47,767       Listed Put Option    February 20, 2015

Pershing Square International, Ltd.

   February 12, 2015    Sell to Open      97       $ 2.52       $ 167.50       $ 24,423       Listed Put Option    February 20, 2015

Pershing Square International, Ltd.

   February 13, 2015    Sell to Open      410       $ 1.42       $ 165.00       $ 58,326       Listed Put Option    February 20, 2015

Pershing Square International, Ltd.

   February 18, 2015    Sell to Open      203       $ 1.43       $ 160.00       $ 29,006       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 18, 2015    Sell to Open      362       $ 1.84       $ 162.50       $ 66,469       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 18, 2015    Sell to Open      362       $ 2.64       $ 165.00       $ 95,595       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 18, 2015    Sell to Open      362       $ 3.60       $ 167.50       $ 130,321       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 19, 2015    Sell to Open      326       $ 1.13       $ 162.50       $ 36,925       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 19, 2015    Sell to Open      424       $ 1.83       $ 165.00       $ 77,540       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 19, 2015    Sell to Open      32       $ 2.43       $ 167.50       $ 7,791       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 20, 2015    Sell to Open      336       $ 0.54       $ 160.00       $ 18,039       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 23, 2015    Buy      1,311,408       $ 197.24         N/A       $ 258,658,704       Common Stock    N/A

Pershing Square International, Ltd.

   February 23, 2015    Sell to Open      980       $ 1.01       $ 192.50       $ 98,576       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 23, 2015    Sell to Open      1,149       $ 1.73       $ 195.00       $ 199,118       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 23, 2015    Sell to Open      326       $ 1.96       $ 197.50       $ 63,905       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 24, 2015    Buy      1,221,149       $ 200.99         N/A       $ 245,433,615       Common Stock    N/A

Pershing Square International, Ltd.

   February 24, 2015    Sell to Open      653       $ 1.08       $ 197.50       $ 70,823       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 24, 2015    Sell to Open      980       $ 1.40       $ 200.00       $ 136,972       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 24, 2015    Sell to Open      33       $ 1.98       $ 202.50       $ 6,549       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 25, 2015    Buy      301,075       $ 198.66         N/A       $ 59,811,891       Common Stock    N/A

Pershing Square International, Ltd.

   February 25, 2015    Sell to Open      561       $ 1.28       $ 197.50       $ 71,739       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 26, 2015    Buy      330,615       $ 200.68         N/A       $ 66,347,288       Common Stock    N/A

Pershing Square International, Ltd.

   February 26, 2015    Sell to Open      33       $ 0.48       $ 197.50       $ 1,599       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 26, 2015    Sell to Open      572       $ 0.83       $ 200.00       $ 47,424       Listed Put Option    February 27, 2015

Pershing Square International, Ltd.

   February 27, 2015    Buy      206,240       $ 200.07         N/A       $ 41,261,844       Common Stock    N/A

Pershing Square International, Ltd.

   February 27, 2015    Assigned / Buy      73,000       $ 197.51         N/A       $ 14,418,230       Common Stock    N/A

Pershing Square International, Ltd.

   February 27, 2015    Assigned / Buy      155,200       $ 200.01         N/A       $ 31,041,552       Common Stock    N/A

Pershing Square International, Ltd.

   February 27, 2015    Assigned / Buy      3,300       $ 202.51         N/A       $ 668,283       Common Stock    N/A

Pershing Square International, Ltd.

   February 27, 2015    Sell to Open      654       $ 1.47       $ 197.50       $ 96,018       Listed Put Option    March 6, 2015

Pershing Square International, Ltd.

   March 2, 2015    Buy      401,573       $ 202.08         N/A       $ 81,149,912       Common Stock    N/A


Pershing Square International, Ltd.

March 3, 2015 Buy   193,255    $ 202.36      N/A    $ 39,107,314    Common Stock N/A

Pershing Square International, Ltd.

March 3, 2015 Sell to Open   165    $ 1.00    $ 200.00    $ 16,576    Listed Put Option March 6, 2015

Pershing Square International, Ltd.

March 4, 2015 Buy   288,844    $ 201.88      N/A    $ 58,312,895    Common Stock N/A

Pershing Square International, Ltd.

March 4, 2015 Sell to Open   165    $ 1.02    $ 200.00    $ 16,906    Listed Put Option March 6, 2015

Pershing Square International, Ltd.

March 5, 2015 Buy   144,017    $ 203.96      N/A    $ 29,374,269    Common Stock N/A

Pershing Square International, Ltd.

March 6, 2015 Buy   200,451    $ 202.94      N/A    $ 40,678,818    Common Stock N/A

Pershing Square International, Ltd.

March 6, 2015 Assigned / Buy   33,000    $ 200.01      N/A    $ 6,600,330    Common Stock N/A

Pershing Square International, Ltd.

March 9, 2015 Buy   66,087    $ 197.79      N/A    $ 13,071,672    Common Stock N/A

Pershing Square International, Ltd.

March 17, 2015 Buy   994,500    $ 199.00      N/A    $ 197,905,500    Common Stock N/A

Pershing Square, L.P.

February 9, 2015 Buy   173,956    $ 160.83      N/A    $ 27,977,980    Common Stock N/A

Pershing Square, L.P.

February 10, 2015 Buy   99,735    $ 163.23      N/A    $ 16,279,904    Common Stock N/A

Pershing Square, L.P.

February 10, 2015 Sell to Open   119    $ 0.98    $ 160.00    $ 11,716    Listed Put Option February 13, 2015

Pershing Square, L.P.

February 10, 2015 Sell to Open   134    $ 1.74    $ 162.50    $ 23,318    Listed Put Option February 13, 2015

Pershing Square, L.P.

February 10, 2015 Sell to Open   52    $ 2.17    $ 165.00    $ 11,285    Listed Put Option February 13, 2015

Pershing Square, L.P.

February 11, 2015 Buy   162,855    $ 164.05      N/A    $ 26,715,711    Common Stock N/A

Pershing Square, L.P.

February 11, 2015 Sell to Open   89    $ 1.01    $ 162.50    $ 8,985    Listed Put Option February 13, 2015

Pershing Square, L.P.

February 11, 2015 Sell to Open   14    $ 2.13    $ 165.00    $ 2,988    Listed Put Option February 13, 2015

Pershing Square, L.P.

February 12, 2015 Buy   53,612    $ 165.75      N/A    $ 8,885,991    Common Stock N/A

Pershing Square, L.P.

February 12, 2015 Sell to Open   285    $ 1.54    $ 165.00    $ 43,915    Listed Put Option February 20, 2015

Pershing Square, L.P.

February 12, 2015 Sell to Open   90    $ 2.52    $ 167.50    $ 22,661    Listed Put Option February 20, 2015

Pershing Square, L.P.

February 13, 2015 Sell to Open   368    $ 1.42    $ 165.00    $ 52,351    Listed Put Option February 20, 2015

Pershing Square, L.P.

February 18, 2015 Sell to Open   184    $ 1.43    $ 160.00    $ 26,291    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 18, 2015 Sell to Open   327    $ 1.84    $ 162.50    $ 60,043    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 18, 2015 Sell to Open   327    $ 2.64    $ 165.00    $ 86,353    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 18, 2015 Sell to Open   327    $ 3.60    $ 167.50    $ 117,721    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 19, 2015 Sell to Open   300    $ 1.13    $ 162.50    $ 33,980    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 19, 2015 Sell to Open   390    $ 1.83    $ 165.00    $ 71,322    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 19, 2015 Sell to Open   30    $ 2.43    $ 167.50    $ 7,304    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 20, 2015 Sell to Open   287    $ 0.54    $ 160.00    $ 15,409    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 23, 2015 Buy   1,201,849    $ 197.24      N/A    $ 237,049,572    Common Stock N/A

Pershing Square, L.P.

February 23, 2015 Sell to Open   898    $ 1.01    $ 192.50    $ 90,328    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 23, 2015 Sell to Open   1,053    $ 1.73    $ 195.00    $ 182,482    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 23, 2015 Sell to Open   299    $ 1.96    $ 197.50    $ 58,612    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 24, 2015 Buy   1,119,476    $ 200.99      N/A    $ 224,998,785    Common Stock N/A

Pershing Square, L.P.

February 24, 2015 Sell to Open   599    $ 1.08    $ 197.50    $ 64,966    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 24, 2015 Sell to Open   898    $ 1.40    $ 200.00    $ 125,511    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 24, 2015 Sell to Open   29    $ 1.98    $ 202.50    $ 5,755    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 25, 2015 Buy   275,664    $ 198.66      N/A    $ 54,763,713    Common Stock N/A

Pershing Square, L.P.

February 25, 2015 Sell to Open   513    $ 1.28    $ 197.50    $ 65,601    Listed Put Option February 27, 2015


Pershing Square, L.P.

February 26, 2015 Buy   302,615    $ 200.68      N/A    $ 60,728,293    Common Stock N/A

Pershing Square, L.P.

February 26, 2015 Sell to Open   523    $ 0.83    $ 200.00    $ 43,361    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 26, 2015 Sell to Open   29    $ 0.48    $ 197.50    $ 1,405    Listed Put Option February 27, 2015

Pershing Square, L.P.

February 27, 2015 Buy   189,021    $ 200.07      N/A    $ 37,816,888    Common Stock N/A

Pershing Square, L.P.

February 27, 2015 Assigned / Buy   66,800    $ 197.51      N/A    $ 13,193,668    Common Stock N/A

Pershing Square, L.P.

February 27, 2015 Assigned / Buy   142,100    $ 200.01      N/A    $ 28,421,421    Common Stock N/A

Pershing Square, L.P.

February 27, 2015 Assigned / Buy   2,900    $ 202.51      N/A    $ 587,279    Common Stock N/A

Pershing Square, L.P.

February 27, 2015 Sell to Open   599    $ 1.47    $ 197.50    $ 87,944    Listed Put Option March 6, 2015

Pershing Square, L.P.

March 2, 2015 Buy   307,067    $ 202.08      N/A    $ 62,052,130    Common Stock N/A

Pershing Square, L.P.

March 3, 2015 Buy   174,877    $ 202.36      N/A    $ 35,388,320    Common Stock N/A

Pershing Square, L.P.

March 3, 2015 Sell to Open   149    $ 1.00    $ 200.00    $ 14,968    Listed Put Option March 6, 2015

Pershing Square, L.P.

March 4, 2015 Buy   261,161    $ 201.88      N/A    $ 52,724,149    Common Stock N/A

Pershing Square, L.P.

March 4, 2015 Sell to Open   150    $ 1.02    $ 200.00    $ 15,369    Listed Put Option March 6, 2015

Pershing Square, L.P.

March 5, 2015 Buy   130,586    $ 203.96      N/A    $ 26,634,830    Common Stock N/A

Pershing Square, L.P.

March 6, 2015 Buy   180,718    $ 202.94      N/A    $ 36,674,272    Common Stock N/A

Pershing Square, L.P.

March 6, 2015 Assigned / Buy   29,900    $ 200.01      N/A    $ 5,980,299    Common Stock N/A

Pershing Square, L.P.

March 9, 2015 Buy   60,884    $ 197.79      N/A    $ 12,042,545    Common Stock N/A

Pershing Square, L.P.

March 17, 2015 Buy   899,100    $ 199.00      N/A    $ 178,920,900    Common Stock N/A

Pershing Square II, L.P.

February 9, 2015 Buy   4,066    $ 160.83      N/A    $ 653,950    Common Stock N/A

Pershing Square II, L.P.

February 10, 2015 Buy   2,330    $ 163.23      N/A    $ 380,330    Common Stock N/A

Pershing Square II, L.P.

February 10, 2015 Sell to Open   3    $ 0.98    $ 160.00    $ 295    Listed Put Option February 13, 2015

Pershing Square II, L.P.

February 10, 2015 Sell to Open   4    $ 1.74    $ 162.50    $ 696    Listed Put Option February 13, 2015

Pershing Square II, L.P.

February 10, 2015 Sell to Open   1    $ 2.17    $ 165.00    $ 217    Listed Put Option February 13, 2015

Pershing Square II, L.P.

February 11, 2015 Buy   3,747    $ 164.05      N/A    $ 614,680    Common Stock N/A

Pershing Square II, L.P.

February 11, 2015 Sell to Open   3    $ 1.01    $ 162.50    $ 303    Listed Put Option February 13, 2015

Pershing Square II, L.P.

February 11, 2015 Sell to Open   1    $ 2.13    $ 165.00    $ 213    Listed Put Option February 13, 2015

Pershing Square II, L.P.

February 12, 2015 Buy   1,197    $ 165.75      N/A    $ 198,398    Common Stock N/A

Pershing Square II, L.P.

February 12, 2015 Sell to Open   6    $ 1.54    $ 165.00    $ 925    Listed Put Option February 20, 2015

Pershing Square II, L.P.

February 12, 2015 Sell to Open   3    $ 2.52    $ 167.50    $ 755    Listed Put Option February 20, 2015

Pershing Square II, L.P.

February 13, 2015 Sell to Open   11    $ 1.42    $ 165.00    $ 1,565    Listed Put Option February 20, 2015

Pershing Square II, L.P.

February 18, 2015 Sell to Open   5    $ 1.43    $ 160.00    $ 714    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 18, 2015 Sell to Open   8    $ 1.84    $ 162.50    $ 1,469    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 18, 2015 Sell to Open   8    $ 2.64    $ 165.00    $ 2,113    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 18, 2015 Sell to Open   8    $ 3.60    $ 167.50    $ 2,880    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 19, 2015 Sell to Open   7    $ 1.13    $ 162.50    $ 793    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 19, 2015 Sell to Open   9    $ 1.83    $ 165.00    $ 1,646    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 19, 2015 Sell to Open   1    $ 2.43    $ 167.50    $ 243    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 20, 2015 Sell to Open   11    $ 0.54    $ 160.00    $ 591    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 23, 2015 Buy   28,093    $ 197.24      N/A    $ 5,540,990    Common Stock N/A


Pershing Square II, L.P.

February 23, 2015 Sell to Open   21    $ 1.01    $ 192.50    $ 2,112    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 23, 2015 Sell to Open   25    $ 1.73    $ 195.00    $ 4,332    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 23, 2015 Sell to Open   8    $ 1.96    $ 197.50    $ 1,568    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 24, 2015 Buy   26,168    $ 200.99      N/A    $ 5,259,397    Common Stock N/A

Pershing Square II, L.P.

February 24, 2015 Sell to Open   14    $ 1.08    $ 197.50    $ 1,518    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 24, 2015 Sell to Open   21    $ 1.40    $ 200.00    $ 2,935    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 24, 2015 Sell to Open   1    $ 1.98    $ 202.50    $ 198    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 25, 2015 Buy   6,447    $ 198.66      N/A    $ 1,280,768    Common Stock N/A

Pershing Square II, L.P.

February 25, 2015 Sell to Open   12    $ 1.28    $ 197.50    $ 1,535    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 26, 2015 Buy   7,077    $ 200.68      N/A    $ 1,420,201    Common Stock N/A

Pershing Square II, L.P.

February 26, 2015 Sell to Open   13    $ 0.83    $ 200.00    $ 1,078    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 26, 2015 Sell to Open   1    $ 0.48    $ 197.50    $ 48    Listed Put Option February 27, 2015

Pershing Square II, L.P.

February 27, 2015 Buy   4,227    $ 200.07      N/A    $ 845,684    Common Stock N/A

Pershing Square II, L.P.

February 27, 2015 Assigned / Buy   1,600    $ 197.51      N/A    $ 316,016    Common Stock N/A

Pershing Square II, L.P.

February 27, 2015 Assigned / Buy   3,400    $ 200.01      N/A    $ 680,034    Common Stock N/A

Pershing Square II, L.P.

February 27, 2015 Assigned / Buy   100    $ 202.51      N/A    $ 20,251    Common Stock N/A

Pershing Square II, L.P.

February 27, 2015 Sell to Open   13    $ 1.47    $ 197.50    $ 1,909    Listed Put Option March 6, 2015

Pershing Square II, L.P.

March 2, 2015 Buy   6,042    $ 202.08      N/A    $ 1,220,968    Common Stock N/A

Pershing Square II, L.P.

March 3, 2015 Buy   4,097    $ 202.36      N/A    $ 829,074    Common Stock N/A

Pershing Square II, L.P.

March 3, 2015 Sell to Open   3    $ 1.00    $ 200.00    $ 301    Listed Put Option March 6, 2015

Pershing Square II, L.P.

March 4, 2015 Buy   5,921    $ 201.88      N/A    $ 1,195,353    Common Stock N/A

Pershing Square II, L.P.

March 4, 2015 Sell to Open   4    $ 1.02    $ 200.00    $ 410    Listed Put Option March 6, 2015

Pershing Square II, L.P.

March 5, 2015 Buy   2,956    $ 203.96      N/A    $ 602,917    Common Stock N/A

Pershing Square II, L.P.

March 6, 2015 Buy   4,163    $ 202.94      N/A    $ 844,824    Common Stock N/A

Pershing Square II, L.P.

March 6, 2015 Assigned / Buy   700    $ 200.01      N/A    $ 140,007    Common Stock N/A

Pershing Square II, L.P.

March 9, 2015 Buy   1,321    $ 197.79      N/A    $ 261,287    Common Stock N/A

Pershing Square II, L.P.

March 17, 2015 Buy   20,699    $ 199.00      N/A    $ 4,119,101    Common Stock N/A

Pershing Square Holdings, Ltd.

February 9, 2015 Buy   212,972    $ 160.83      N/A    $ 34,253,067    Common Stock N/A

Pershing Square Holdings, Ltd.

February 10, 2015 Buy   122,031    $ 163.23      N/A    $ 19,919,315    Common Stock N/A

Pershing Square Holdings, Ltd.

February 10, 2015 Sell to Open   147    $ 0.98    $ 160.00    $ 14,473    Listed Put Option February 13, 2015

Pershing Square Holdings, Ltd.

February 10, 2015 Sell to Open   166    $ 1.74    $ 162.50    $ 28,887    Listed Put Option February 13, 2015

Pershing Square Holdings, Ltd.

February 10, 2015 Sell to Open   65    $ 2.17    $ 165.00    $ 14,107    Listed Put Option February 13, 2015

Pershing Square Holdings, Ltd.

February 11, 2015 Buy   199,136    $ 164.05      N/A    $ 32,667,464    Common Stock N/A

Pershing Square Holdings, Ltd.

February 11, 2015 Sell to Open   19    $ 2.13    $ 165.00    $ 4,056    Listed Put Option February 13, 2015

Pershing Square Holdings, Ltd.

February 11, 2015 Sell to Open   111    $ 1.01    $ 162.50    $ 11,206    Listed Put Option February 13, 2015

Pershing Square Holdings, Ltd.

February 12, 2015 Buy   65,455    $ 165.75      N/A    $ 10,848,924    Common Stock N/A

Pershing Square Holdings, Ltd.

February 12, 2015 Sell to Open   349    $ 1.54    $ 165.00    $ 53,776    Listed Put Option February 20, 2015

Pershing Square Holdings, Ltd.

February 12, 2015 Sell to Open   110    $ 2.52    $ 167.50    $ 27,696    Listed Put Option February 20, 2015

Pershing Square Holdings, Ltd.

February 13, 2015 Sell to Open   461    $ 1.42    $ 165.00    $ 65,581    Listed Put Option February 20, 2015


Pershing Square Holdings, Ltd.

February 18, 2015 Sell to Open   227    $ 1.43    $ 160.00    $ 32,435    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 18, 2015 Sell to Open   403    $ 1.84    $ 162.50    $ 73,997    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 18, 2015 Sell to Open   403    $ 2.64    $ 165.00    $ 106,422    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 18, 2015 Sell to Open   403    $ 3.60    $ 167.50    $ 145,081    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 19, 2015 Sell to Open   367    $ 1.13    $ 162.50    $ 41,569    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 19, 2015 Sell to Open   477    $ 1.83    $ 165.00    $ 87,232    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 19, 2015 Sell to Open   37    $ 2.43    $ 167.50    $ 9,008    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 20, 2015 Sell to Open   366    $ 0.54    $ 160.00    $ 19,650    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 23, 2015 Buy   1,471,530    $ 197.24      N/A    $ 290,240,751    Common Stock N/A

Pershing Square Holdings, Ltd.

February 23, 2015 Sell to Open   1    $ 0.78    $ 190.00    $ 78    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 23, 2015 Sell to Open   1,101    $ 1.01    $ 192.50    $ 110,748    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 23, 2015 Sell to Open   1,290    $ 1.73    $ 195.00    $ 223,553    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 23, 2015 Sell to Open   367    $ 1.96    $ 197.50    $ 71,942    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 24, 2015 Buy   1,371,045    $ 200.99      N/A    $ 275,560,585    Common Stock N/A

Pershing Square Holdings, Ltd.

February 24, 2015 Sell to Open   734    $ 1.08    $ 197.50    $ 79,608    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 24, 2015 Sell to Open   1,101    $ 1.40    $ 200.00    $ 153,884    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 24, 2015 Sell to Open   37    $ 1.98    $ 202.50    $ 7,343    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 25, 2015 Buy   337,540    $ 198.66      N/A    $ 67,056,068    Common Stock N/A

Pershing Square Holdings, Ltd.

February 25, 2015 Sell to Open   630    $ 1.28    $ 197.50    $ 80,563    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 26, 2015 Buy   370,442    $ 200.68      N/A    $ 74,339,707    Common Stock N/A

Pershing Square Holdings, Ltd.

February 26, 2015 Sell to Open   642    $ 0.83    $ 200.00    $ 53,227    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 26, 2015 Sell to Open   37    $ 0.48    $ 197.50    $ 1,793    Listed Put Option February 27, 2015

Pershing Square Holdings, Ltd.

February 27, 2015 Buy   231,217    $ 200.07      N/A    $ 46,258,921    Common Stock N/A

Pershing Square Holdings, Ltd.

February 27, 2015 Assigned / Buy   82,100    $ 197.51      N/A    $ 16,215,571    Common Stock N/A

Pershing Square Holdings, Ltd.

February 27, 2015 Assigned / Buy   174,300    $ 200.01      N/A    $ 34,861,743    Common Stock N/A

Pershing Square Holdings, Ltd.

February 27, 2015 Assigned / Buy   3,700    $ 202.51      N/A    $ 749,287    Common Stock N/A

Pershing Square Holdings, Ltd.

February 27, 2015 Sell to Open   734    $ 1.47    $ 197.50    $ 107,764    Listed Put Option March 6, 2015

Pershing Square Holdings, Ltd.

March 2, 2015 Buy   309,218    $ 202.08      N/A    $ 62,486,804    Common Stock N/A

Pershing Square Holdings, Ltd.

March 3, 2015 Buy   213,039    $ 202.36      N/A    $ 43,110,828    Common Stock N/A

Pershing Square Holdings, Ltd.

March 3, 2015 Sell to Open   183    $ 1.00    $ 200.00    $ 18,384    Listed Put Option March 6, 2015

Pershing Square Holdings, Ltd.

March 4, 2015 Buy   314,614    $ 201.88      N/A    $ 63,515,438    Common Stock N/A

Pershing Square Holdings, Ltd.

March 4, 2015 Sell to Open   181    $ 1.02    $ 200.00    $ 18,545    Listed Put Option March 6, 2015

Pershing Square Holdings, Ltd.

March 5, 2015 Buy   157,011    $ 203.96      N/A    $ 32,024,576    Common Stock N/A

Pershing Square Holdings, Ltd.

March 6, 2015 Buy   218,074    $ 202.94      N/A    $ 44,255,167    Common Stock N/A

Pershing Square Holdings, Ltd.

March 6, 2015 Assigned / Buy   36,400    $ 200.01      N/A    $ 7,280,364    Common Stock N/A

Pershing Square Holdings, Ltd.

March 9, 2015 Buy   71,798    $ 197.79      N/A    $ 14,201,278    Common Stock N/A

Pershing Square Holdings, Ltd.

March 17, 2015 Buy   1,085,701    $ 199.00      N/A    $ 216,054,499    Common Stock N/A


Exhibit 99.3

Registration Statement No. 333-189192

Filed Pursuant to Rule 433

PURCHASER’S LETTER

Valeant Pharmaceuticals International, Inc.

2150 St. Elzéar Boulevard West

Laval, Quebec

Canada H7L 4A8

and

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York

10005

USA

 

Re: Purchase of Common Shares of Valeant Pharmaceuticals International, Inc.

Ladies and Gentlemen:

In connection with any purchase by the undersigned purchaser (the “Purchaser” of common shares (the “Shares”) of Valeant Pharmaceuticals International, Inc. (the “Company”) from Deutsche Bank Securities Inc. (the “Underwriter”) in an offering with an expected closing date on or about March     , 2015 (the “Closing Date”) to be made pursuant to a prospectus supplement dated March 16, 2015 to a base prospectus dated June 10, 2013 forming part of Registration Statement No. 333-189192 (the “Offering”), the Purchaser, individually and not jointly or jointly and severally with any other purchaser, acknowledges, represents to and agrees with the Company and the Underwriter as follows:

 

  (a) it is and on the Closing Date will be an “accredited investor” as that term is defined in Canadian National Instrument 45-106 – Prospectus and Registration Exemptions, which includes, among other things: (i) a person, other than an individual or investment fund, that has net assets of at least Cdn. $5 million as shown on its most recently prepared financial statements, that was not created and is not being used solely to purchase or hold securities as an “accredited investor”; (ii) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of any jurisdiction; (iii) a bank or other financial institution; (iv) a securities dealer or adviser that is registered in any jurisdiction; (v) a pension fund that is regulated by a regulatory authority; (vi) any national, federal, state, provincial, territorial or municipal government of or in any jurisdiction, or any agency of that government; or (vii) an entity all of the owners of interests in which, direct, indirect or beneficial, are persons that are accredited investors; and it further represents and agrees that it is purchasing the Shares as principal for its own account or an account with respect to which it exercises sole investment discretion;

 

  (b) no representation, warranty, undertaking (express or implied) will be made and no responsibilities or liabilities of any kind or nature whatsoever will be accepted by the Underwriter or its affiliates or their respective directors, officers, employees, agents and representatives as to whether all information concerning the Company that is required to be disclosed or filed by the Company under the Securities Act (Quebec) or the securities laws of any other province or territory of Canada (“Canadian Securities Laws”) has been so disclosed or filed;

 

  (c) it acknowledges that the Shares have not been qualified for distribution under the Canadian Securities Laws;

 

  (d) it covenants and agrees that it will not resell or otherwise transfer any of such Shares through the facilities of the Toronto Stock Exchange or otherwise resell such Shares to any person located or resident in any province or territory of Canada;

 

  (e)

it acknowledges that its name and other specified information, including the number of Shares it has purchased and price paid, may be disclosed to Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable Canadian Securities Laws. It acknowledges that such information is


  being collected indirectly by applicable Canadian securities regulatory authorities under the authority granted to them under Canadian Securities Laws, and is being collected for the purposes of the administration and enforcement of the applicable Canadian Securities Laws. Further, it acknowledges that by purchasing Shares, the purchaser shall be deemed to have authorized such indirect collection of personal information by the relevant Canadian securities regulatory authorities. Questions about such indirect collection of information by a Canadian securities regulatory authority should be directed to the Autorité des marchés financiers in Quebec as outlined in Form 45-106F1 - Reports of Exempt Distribution;

 

  (f) it is not, and on the Closing Date it will not be, located or resident in any province or territory of Canada and was not offered the Shares in Canada; at the time its purchase order originated the Purchaser was outside Canada; it did not and will not execute or deliver this Purchaser’s letter or any documents relating to the Purchase of its shares in Canada, is not purchasing the Shares on behalf of a person in Canada (except in the case of a Purchaser that is an account manager acting with sole discretion to acquire the Shares for an account located outside of Canada of which the beneficial owner is located or resident in Canada, but which beneficial owner has not participated in any way in the decision to purchase the Shares), and confirms that no act, solicitation, conduct or negotiation directly or indirectly in furtherance of the purchase of the Purchaser’s Shares has occurred or will occur in Canada;

 

  (g) it acknowledges that the Company, the Underwriters and others (including their respective legal counsel) will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of the Shares are no longer accurate, it shall promptly notify the Company and the Underwriters. If it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, it represents that it has full power and authority to make the foregoing acknowledgments, representations, and agreements on behalf of each account or that it has sole investment discretion with respect to each such account; and

 

  (h) it is acquiring the Shares with investment intent, and not for the purpose of immediate resale or distribution, provided that by making this representation the Purchaser does not represent that it will hold any of the Shares for a minimum or other specific time.

The Company and the Underwriter shall be entitled to rely on delivery of an electronic mail or facsimile copy of this Purchaser’s letter, and acceptance by the Company of an electronic mail or facsimile copy of this Purchaser’s letter shall create a legal, valid and binding agreement between the Company, the Underwriter and the undersigned.

DATED this 17th day of March, 2015.

 

Name and Address of Purchaser
PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

By: PS Management GP, LLC, its General Partner

888 Seventh Avenue, 42nd Floor

(Name of Purchaser - please print) (Purchaser’s Address)
by:

William A. Ackman, Managing Member

New York, NY 10019

(Official Capacity or Title - please print)
LOGO

212-813-3700

Authorized Signature (Telephone Number)

William A. Ackman

212-286-1133

(Please print name of individual whose signature appears above if different than the name of the purchaser printed above.) (Facsimile Number)


Exhibit 99.4

EXECUTION VERSION

CONFIDENTIAL

March 11, 2015

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

Attention: William A. Ackman

Mr. Ackman:

Valeant Pharmaceuticals International, Inc. (together with its controlled affiliates, and including any successor thereto, “we” or the “Company”) understands that you (together with your controlled affiliates, and including any successor thereto, “you” or “Pershing Square” and, together with the Company, the “Parties”) are interested in discussing the Company’s proposed acquisition of Salix Pharmaceuticals, Ltd. (“Salix”) in light of recent public announcements.

1. Confidentiality.

(a) You agree to keep confidential and to not use (except in connection with discussions with us) (i) the fact that we are having discussions with you concerning Salix and the content thereof; (ii) the existence or the terms of this letter agreement (this “Agreement”); or (iii) any non-public and confidential information of the Company or any of its affiliates provided to you or your Representatives (as defined herein) by the Company or its Representatives relating to these matters, whether oral, written or electronic, together with any reports, analyses, summaries, memoranda, notes, studies or any other written or electronic materials to the extent such materials contain, reflect or are based upon such information prepared by any person; provided, however, that such information does not include any information that (A) is or becomes generally available to the public other than as a result of your or your Representatives’ breach of this Agreement, (B) is obtained by you or your Representatives on a non-confidential basis from a third party that, to your or your Representatives’ knowledge, was not contractually restricted from disclosing such information, (C) was in your or your Representatives’ possession prior to the Company’s or its Representative’s disclosure hereunder or (D)


was or is independently developed by you or your Representatives without using any such information; provided, further, however, you may disclose such information (i) to your officers and other senior employees and outside counsel who need to know such information in connection with discussions with us (such persons in their capacity as such, and the directors, officers and other senior employees and outside counsel of the Company and other representatives, being referred to herein as its “Representatives,” as the context requires) so long as you cause your Representatives to treat such information in a confidential manner and in accordance with the terms hereof (it being understood that you will be responsible for any breach of the terms of this Agreement by your Representatives) and (ii) as provided in Section 1(b).

(b) If you or any of your Representatives or affiliates is required to disclose any such information in connection with a judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigation Demand or similar process) or pursuant to a formal request from a regulatory examiner, to such regulatory examiner, you will provide us with prompt and, to the extent legally permissible, prior notice of such requirement(s). You also agree to cooperate with us (at our expense) to the extent we may seek to limit such disclosure, including, if requested, taking all reasonable steps (at our expense) to resist or avoid any such judicial or administrative proceedings referred to above. If and to the extent, in the absence of a protective order or the receipt of a waiver from us after a request in writing therefor is made by you (such request to be made as soon as practicable to allow us a reasonable amount of time to respond thereto), you or your Representatives or affiliates are legally required as advised by counsel to disclose such as contemplated by this Section 1(b), you will limit such disclosure to that which is legally required and will use reasonable efforts as practicable to obtain assurances that confidential treatment will be accorded to information that you are required to disclose, and thereafter you may disclose such information without liability hereunder. In addition, you may disclose information to the extent you have received the opinion of its outside counsel that you are required to make such disclosure in order to avoid violating the federal securities laws or rules of a national securities exchange to which it is subject, and the requirement to make such disclosure does not arise from your breach of this Agreement or as a result of your unilateral actions; provided, however, that to the extent legally permissible you will notify us prior to making any such disclosure at least 24 hours prior to making the disclosure, and will seek to narrow the intended disclosure to the extent we request.

2. Securities Matters. You agree that you shall not, and shall cause your Representatives and affiliates not to, directly or indirectly, acquire or offer to acquire, seek, propose or agree to acquire, by means of a purchase, tender or exchange offer, business combination or in any other manner, beneficial ownership (within the meaning of Section 13(d)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or constructive economic ownership, including through any option, warrant, convertible security, stock appreciation right swap agreement, any of the deemed securities for purposes of section 76(6) of the Securities Act (Ontario) or other security, contract right or derivative position, whether or not presently exercisable, that has an

 

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exercise or conversion privilege or a settlement payment or other mechanism at a price related to the value of equity securities of the Company, Salix, Endo International Plc (“Endo”) or any other person that makes a public offer for Salix (other than Allergan, Inc. (“Allergan”) or Actavis plc (“Actavis”)), as the case may be, or a value determined in whole or part with reference to, or derived in whole or in part from, the value of equity securities of the Company, Salix, Endo or any other person that makes a public offer for Salix (other than Allergan or Actavis), as the case may be, and that increases in value as the value of equity securities of the Company, Salix, Endo or any other person that makes a public offer for Salix (other than Allergan or Actavis), as the case may be, increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase or decrease in the value of equity securities of the Company, Salix, Endo or any other person that makes a public offer for Salix (other than Allergan or Actavis), as the case may be, in any case without regard to whether (i) such derivative conveys any voting rights in such securities to such person, (ii) the derivative is required to be, or capable of being, settled through delivery of such securities or (iii) such person may have entered into other transactions that hedge the economic effect of such derivative, but not including any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) under the Exchange Act, any trading referred to in section 189.1 of the Securities Act (Quebec) or use of the privileged information in a manner other than permitted therein, of any equity securities of the Company, Salix, Endo or any other person that makes a public offer for Salix (other than Allergan or Actavis), as the case may be, including rights or options to acquire such ownership.

3. Equitable Relief. We, without prejudice to any rights to judicial relief we may otherwise have, shall be entitled to seek equitable relief (at our cost or expense), including injunction and/or specific performance, in the event of any breach or threatened breach of the provisions of this Agreement. You agree that you will not oppose the granting of such relief on the basis that we have an adequate remedy at law. You also agree that you will not seek and agree to waive any requirement for the securing or posting of a bond in connection with our seeking or obtaining such relief. You acknowledge that the provisions of this Agreement which we would seek to specifically enforce are valuable and unique and that any such breach of this Agreement will result in irreparable injury to us.

4. Compliance with Law.

(a) You hereby confirm that you are aware and that your Representatives have been advised that the United States and Canadian securities laws prohibit any person who has material non-public information about a company (in the case of Canadian securities laws, where the company is a reporting issuer) from purchasing or selling securities of such company on the basis of such information or under United States securities laws from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities, and under Canadian securities laws from disclosing certain information subject to prescribed exceptions under such laws.

 

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(b) You hereby confirm that you and your affiliates will take any action necessary or appropriate to prevent the use by you and them of any information disclosed in connection with this Agreement in a way that would reasonably be expected to violate any antitrust or other applicable law, including the federal securities laws of the United States and Canadian securities laws.

5. Miscellaneous.

(a) The term “person” as used in this Agreement shall be broadly interpreted to include the media and any corporation, company, group, partnership, joint venture, limited liability company, trust, governmental entity or individual. The term “affiliate” as used in this Agreement shall mean a Person that directly or indirectly controls such Person (control means ownership, directly or through one or more Affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any other type of legal entity, or status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the Board of Directors or equivalent governing body of a corporation or other entity). The term “including” and any variation thereof shall be deemed to be followed by the words “without limitation” except where the meaning clearly indicates otherwise.

(b) It is agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege.

(c) It is understood and agreed that if any provision contained in this Agreement or the application thereof to you, the Company, or any other person or circumstance shall be invalid, illegal or unenforceable in any respect under any applicable law as determined by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions contained in this Agreement, or the application of such provision to such persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. In the case of any such invalidity, illegality or unenforceability, a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and this Agreement.

(d) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the conflict of laws principles thereof to the extent that such principles would direct a matter to another jurisdiction.

(e) Each Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement exclusively in the United States District Court for the Southern District of New York or any New York State court sitting

 

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in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 5(f). Each Party irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. Each of the Parties agrees that a final judgment in any lawsuit, action or other proceeding arising out of or relating to this Agreement brought in the Chosen Courts shall be conclusive and binding upon each of the Parties and may be enforced in any other courts the jurisdiction of which each of the Parties is or may be subject, by suit upon such judgment.

(f) Any notice hereunder shall be made in writing by overnight courier, personal delivery or facsimile, in each case to:

 

If to the Company:

Valeant Pharmaceuticals International, Inc.

700 Route 202/206 North

Bridgewater, New Jersey 08807

Attention: General Counsel

Facsimile: (949) 461-6609

with a copy to:

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, California 90067

Attention: Alison M. Ressler; Sarah P. Payne

Facsimile: (310) 712-8800

If to you:

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

Attention: William A. Ackman; Stephen Fraidin

Facsimile: (212) 286-1133

with a copy to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Richard Brand

Facsimile: 212-446-6460

 

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(g) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other agreements and understandings, both written and verbal, between the Parties with respect to the subject matter hereof executed or agreed to prior to the date of this Agreement.

(h) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Any assignment of this Agreement without the prior written consent of the other Party shall be void.

(i) This Agreement may only be amended by a separate writing signed by the Company and you expressly so amending this Agreement. Any provision of this Agreement may be waived by the Party entitled to the benefit thereof, if in writing and signed by the Party entitled to the benefit thereof.

(j) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

(k) Unless earlier terminated in a writing executed by the Parties, this Agreement shall terminate upon the earliest to occur of (i) the consummation of an acquisition of Salix by the Company, (ii) the termination of the Agreement and Plan of Merger between the Company and Salix, (iii) termination or withdrawal of the Company’s tender offer for securities of Salix or (iv) August 20, 2015; provided that any obligations under Section 1 of this Agreement shall terminate one year from the date of this Agreement, provided further, that any obligations with respect to information described in Section 1(a)(iii) that relates to the Company’s plans, strategies or considerations (including frameworks for analyzing potential acquisition targets) with respect to future acquisitions, investments or joint ventures to the extent different than the approach generally taken by other companies with respect to such matters shall survive indefinitely.

[The next page is the signature page]

 

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If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement, whereupon this Agreement will constitute our agreement with respect to the subject matter hereof.

 

Very truly yours,
VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
By

/s/ Robert R. Chai-Onn

Name: Robert R. Chai-Onn
Title: General Counsel

CONFIRMED AND AGREED TO:

PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

By: PS Management GP, LLC, its General Partner

 

By:

/s/ William A. Ackman

Name: William A. Ackman
Title: Managing Member
Dated: March 12, 2015
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