Valeant Pharmaceuticals To Acquire Synergetics USA
Sept. 2, 2015
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
per share in cash. In addition to the upfront cash payment,
stockholders will receive additional cash payments of up to
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
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
common stock for
per share in cash plus one contingent value right entitling the stockholder to receive up to
per share if specified sales thresholds for
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
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
unanimously approved the transaction.
William Blair & Company, L.L.C.
acted as the financial advisor to
Armstrong Teasdale LLP
acted as legal advisor to Synergetics.
Skadden, Arps, Slate, Meagher & Flom LLP
acted as legal advisor to Valeant.