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 the earliest event reported): August 25, 2015 (August 19, 2015)
Valeant Pharmaceuticals International, Inc.
(Exact name of registrant as specified in its charter)
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British Columbia
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001-14956
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98-0448205
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2150 St. Elzéar Blvd. West
Laval, Quebec
Canada H7L 4A8
(Address of principal executive offices)(Zip Code)
514-744-6792
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
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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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 19, 2015, Jeffrey W. Ubben resigned from the board of directors (the “Board”) of Valeant Pharmaceuticals International, Inc. (the “Company”). Mr. Ubben resigned as a director of the Company and as a member of the Board’s Talent and Compensation Committee and the Finance and Transactions Committee. Mr. Ubben’s resignation from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
(d) On August 19, 2015, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed D. Robert Hale a director of the Board. Mr. Hale’s term as director commenced effective August 19, 2015 and his current term as director will expire at the Company’s 2016 annual shareholder meeting or upon his prior death or resignation, retirement or removal from the Board, whichever is earliest.
Mr. Hale is a Partner of ValueAct Capital. Prior to joining ValueAct Capital in January 2011, Mr. Hale was a Principal with The Parthenon Group, working in both the Boston and Mumbai offices of Parthenon’s strategic consulting practice, as well as in an investment role at Parthenon’s long-short public equity vehicle, Strategic Value Capital. Mr. Hale is a director of MSCI, Inc. He has an A.B. from Dartmouth College.
There are no arrangements or understandings between Mr. Hale and any other persons pursuant to which Mr. Hale was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Mr. Hale that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Hale has been named to the Board’s Talent and Compensation Committee and the Finance and Transactions Committee as of August 19, 2015.
A copy of the press release, dated August 25, 2015 announcing the appointment of Mr. Hale to the Board to replace Mr. Ubben is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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99.1
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Press Release of Valeant Pharmaceuticals International, Inc., dated August 25, 2015.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
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By:
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/s/ Robert R. Chai-Onn
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Name:
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Robert R. Chai-Onn
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Title:
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Executive Vice President, General Counsel and Chief Legal Officer,
Head of Corporate and Business Development
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Date: August 25, 2015
EXHIBIT INDEX
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99.1
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Press Release of Valeant Pharmaceuticals International, Inc., dated August 25, 2015.
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Exhibit 99.1
International Headquarters
2150 St. Elzéar Blvd. West
Laval, Quebec H7L 4A8
Phone: 514.744.6792
Fax: 514.744.6272
Contact Information:
Laurie W. Little
949-461-6002
laurie.little@valeant.com
VALEANT PHARMACEUTICALS ANNOUNCES THE ADDITION OF
D. ROBERT HALE TO ITS BOARD OF DIRECTORS
Jeffery W. Ubben Has Resigned From Board
LAVAL, Quebec, August 25, 2015 -- Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) today announced the addition of D. Robert Hale, Partner of ValueAct Capital, to its board of directors and the resignation of Jeffrey W. Ubben, CEO and CIO of ValueAct Capital, effective as of August 19, 2015.
ValueAct Capital, an investment firm based in San Francisco with over $20 billion under management, owns approximately 4% of the outstanding stock of Valeant, and has been a shareholder in Valeant since 2006. As a Partner and member of the investment team of ValueAct Capital, Hale has worked closely with the board and management team of Valeant since January 2011. Hale will be the fourth Partner of ValueAct Capital to serve on the Valeant board, following Mason Morfit, Brandon Boze, and Jeff Ubben.
“Over the past year, Jeff brought a strong shareholder perspective to our Board of Directors, and we have immense gratitude for his service” said J. Michael Pearson, chairman and chief executive officer of Valeant. “We are delighted that we will continue to have Board representation from ValueAct Capital, a committed shareholder with a focus on long term value creation. We have gotten to know Rob well over the past five years and are glad that he will now serve as a Director. Rob’s strategic and financial expertise will add a valuable perspective to our Board.”
“I’m pleased to join Valeant’s board of directors,” said D. Robert Hale. “It’s an exciting time for Valeant as the company positions itself for long-term growth and leadership in the pharmaceuticals and medical products industry. I look forward to working more closely with the company’s leadership team and the board of directors to build on the company’s success in the years to come.”
Jeffery W. Ubben stated, “I have had a wonderful experience serving as a Director of Valeant. Valeant has been a key contributor to ValueAct Capital’s success over the past nine years, and after serving on the Board I have an even greater appreciation for the quality of the Board and management and for the long term potential of the company. While I will no longer serve as a Director, I look forward to working with Mike Pearson and the Valeant team as an interested shareholder on an ongoing basis.”
D. Robert Hale is a Partner of ValueAct Capital. Prior to joining ValueAct Capital in January 2011, Mr. Hale was a Principal with The Parthenon Group, working in both the Boston and Mumbai
offices of Parthenon’s strategic consulting practice, as well as in an investment role at Parthenon’s long-short public equity vehicle, Strategic Value Capital. Mr. Hale is a director of MSCI, Inc. He has an A.B. from Dartmouth College.
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, eye health, neurology and branded generics. More information about Valeant can be found at www.valeant.com.
Forward-looking Statements
This press release may contain forward-looking statements, including, but not limited to, statements regarding the long-term potential of Valeant. 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 of Valeant 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 the risks and uncertainties discussed in Valeant's most recent annual or quarterly report and detailed from time to time in Valeant's other filings with the Securities and Exchange Commission (the "SEC") and the Canadian Securities Administrators, which factors 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. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes.
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