LAVAL, Quebec, Sept. 2, 2015 /PRNewswire/ -- Valeant
Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) today
announced that its affiliate has entered into a definitive
agreement under which Valeant will acquire Synergetics USA, Inc. (NASDAQ: SURG) for $6.50 per share in cash. In addition to the
upfront cash payment, Synergetics stockholders will receive
additional cash payments of up to $1.00 per share if specified sales milestones are
achieved following the closing. The transaction is expected
to close in the fourth quarter of 2015 and is subject to customary
closing conditions and regulatory approvals.
"The addition of Synergetics' portfolio of instruments and
devices will further enhance Bausch + Lomb's presence around the
world in the rapidly evolving field of vitreoretinal surgery,"
stated J. Michael Pearson, chairman
and chief executive officer of Valeant. "We are committed to
delivering a valuable and broad array of surgical devices and
instruments to serve the needs of the surgical retina community and
their patients."
"We are pleased to reach an agreement with Valeant, which is a
logical partner to maximize our Company's growth opportunities and,
importantly, this agreement creates immediate and compelling value
for our shareholders," said David M.
Hable, president and chief executive officer of
Synergetics. "The combined strengths of both companies will
expand the breadth of our offerings and create a more effective
competitor that is better able to meet our customers' needs in the
ophthalmology and neurosurgery markets."
Under the terms of the agreement, Valeant will promptly commence
a tender offer to acquire all outstanding shares of Synergetics'
common stock for $6.50 per share in
cash plus one contingent value right entitling the stockholder to
receive up to $1.00 per share if
specified sales thresholds for Synergetics are achieved following
the closing. The details of the contingent cash consideration
payments are as follows:
- $0.50 per share in cash payable
upon sales of the Company's ophthalmology products achieving
$55 million on a trailing four
calendar quarter basis prior to June 30,
2018; and
- $0.50 per share in cash payable
upon sales of the Company's ophthalmology products achieving
$65 million on a trailing four
calendar quarter basis prior to June 30,
2018, with a pro-rata portion payable for net sales above
$55 million but less than
$65 million.
Following the successful completion of the tender offer, Valeant
will acquire all remaining shares not tendered in the tender offer
through a second-step merger at the same price and with the
obligation to make the same contingent cash consideration payments
as are made to stockholders tendering their shares in the tender
offer. The tender offer and withdrawal rights are expected to
expire at 12:00 midnight, New York
City time on the 20th business day after the launch of the
tender offer, unless extended in accordance with the merger
agreement and the applicable rules and regulations of the U.S.
Securities and Exchange Commission.
The consummation of the tender offer is subject to various
conditions, including a minimum tender of a majority of outstanding
Synergetics' shares on a fully-diluted basis, the expiration or
termination of any applicable waiting periods under applicable
competition laws, and other customary conditions. The Board of
Directors of Synergetics unanimously approved the transaction.
William Blair & Company,
L.L.C. acted as the financial advisor to Synergetics, and Armstrong
Teasdale LLP acted as legal advisor to Synergetics. Skadden,
Arps, Slate, Meagher & Flom LLP acted as legal advisor to
Valeant.
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a
multinational specialty pharmaceutical company that develops,
manufactures and markets a broad range of pharmaceutical products
primarily in the areas of dermatology, gastrointestinal disorder,
eye health, neurology and branded generics. More information about
Valeant can be found at www.valeant.com.
About Synergetics USA,
Inc.
Synergetics USA, Inc.
("Synergetics" or the "Company") is a leading supplier of precision
surgical devices. The Company's primary focus is on the surgical
disciplines of ophthalmology and neurosurgery. Synergetics'
distribution channels include a combination of direct and
independent sales organizations and important strategic alliances
with market leaders. The Company's product lines focus upon
precision engineered, disposable and reusable devices, procedural
kits, and the delivery of various energy modalities for the
performance of less invasive surgery including: (i) laser energy,
(ii) ultrasonic energy, (iii) radio frequency for electrosurgery
and lesion generation and (iv) visible light energy for
illumination, and where applicable, simultaneous infusion
(irrigation) of fluids into the operative field. The Company's
website address is www.synergeticsusa.com.
Forward-looking Statements
This press release may contain forward-looking statements,
including, but not limited to, statements regarding the closing of
the transaction (including the timing of closing), the aggregate
consideration to be paid by Valeant, the anticipated timing of
regulatory submissions, the anticipated benefits, growth and
success of the combined entities. 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.
Additional Information and Where to Find It
The tender offer described in this release has not yet commenced
and this release is not a recommendation or an offer to purchase or
a solicitation of an offer to sell shares of Synergetics. At the
time the tender offer is commenced Blue Subsidiary Corp. and
Valeant will file a Tender Offer Statement on Schedule TO,
containing an offer to purchase, form of letter of transmittal and
related tender offer documents, with the SEC and Synergetics will
file a Solicitation/Recommendation Statement on Schedule 14D-9
relating to the tender offer with the SEC. Valeant and Synergetics
intend to mail these documents to the stockholders of Synergetics.
These documents, as they may be amended from time to time, will
contain important information about the tender offer and
stockholders of Synergetics are urged to read them carefully when
they become available. Stockholders of Synergetics will be able to
obtain a free copy of these documents, when they become available,
at the website maintained by the SEC at www.sec.gov. In
addition, the Tender Offer Statement and other documents that
Valeant files with the SEC will be made available to all
stockholders of Synergetics free of charge at
www.valeant.com. The Solicitation/Recommendation Statement
and the other documents filed by Synergetics with the SEC will be
made available to all stockholders of Synergetics free of charge at
http://synergeticsusa.com and may also be obtained from Synergetics
upon written request to the Investor Relations Department, 3845
Corporate Centre Drive, O'Fallon, Missouri 63368, telephone number (636)
939-5100.
Contact Information:
Laurie W. Little
949-461-6002
laurie.little@valeant.com
Media:
Renee E. Soto/Meghan Gavigan
Sard Verbinnen & Co.
212-687-8080
rsoto@sardverb.com / mgavigan@sardverb.com
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SOURCE Valeant Pharmaceuticals International, Inc.