Announced 05/9/13
50.00M for Ekomir Pharma Ltd.
Merger/Acquisition
Valeant Pharmaceuticals International, Inc. (TSX:VRX) agreed to acquire Ekomir Pharma for $50 million on March 29, 2013. The transaction includes acquisition of related assets of Ekomir Pharma. Lorenzo Corte and Alexey V. Kiyashko of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisors for Valeant Pharmaceuticals International, Inc.
VRX's price was unchanged after the transaction was announced on 05/9/13.
Investor / Buyer
Valeant Pharmaceuticals International, Inc.
Announced 05/1/13
55.00M for Valeant Pharmaceuticals International, Inc., Worldwide Rights For Metronidazole 1.3% Vaginal Gel
Merger/Acquisition
Actavis, Inc. (NYSE:ACT) acquired worldwide rights to Valeant's Metronidazole 1.3% Vaginal Gel from Valeant Pharmaceuticals International, Inc. (TSX:VRX) for $55 million on May 1, 2013. The purchase price includes upfront and certain milestone payments, and minimal royalties for the first three years of commercialization.
VRX's price was unchanged after the transaction was announced on 05/1/13.
Investor / Buyer
Actavis, Inc.
Creditor / Lender
Valeant Pharmaceuticals International, Inc.
Announced 03/20/13
439.00M for Obagi Medical Products, Inc.
Merger/Acquisition
Valeant Pharmaceuticals International, Inc. (TSX:VRX) entered into a definitive merger agreement to acquire Obagi Medical Products, Inc. (NasdaqGS:OMPI) from BlackRock Advisors, LLC, Ameriprise Financial Inc., Investment Arm, Royce & Associates, LLC Paradigm Capital Management, Inc., Eagle Asset Management, Inc., Visium Asset Management, LLC its fund Visium Balanced Master Fund, Ltd. and other shareholders for approximately $350 million in cash on March 19, 2013. Under ... the transaction, Valeant Pharmaceuticals International will acquire all of the outstanding common stock of Obagi for $19.75 per share in cash. Valeant will also acquire all the in-the-money options, stock-based awards and restricted shares of Obagi Medical Products. If the agreement is terminated by Obagi Medical Products, Inc. in certain circumstances, it will be required to pay a termination fee of $16.17 million.
Valeant will commence a tender offer to acquire all of the shares of Obagi common stock. The completion of the tender offer will result in all shares of common stock not tendered in the tender offer being converted into the right to receive $19.75 per share in cash. Obagi has granted an option (“Top-Up Option”), which shall be exercised following consummation of the offer, to purchase that number of shares of common stock that is equal to one share more than the amount needed to give Valeant ownership of 90% of the outstanding shares of common stock. The officers and Directors of Valeant Pharmaceuticals International will be the immediate officers and Directors of Obagi Medical Products, Inc. after the closing.
The deal is subject to customary terms and conditions, including regulatory approvals, the tender of a majority of Obagi’s outstanding shares of common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and Obagi’s stockholder approval. The Board of Directors of Obagi and Valeant Pharmaceuticals International have unanimously approved the deal. The Board of Directors of Obagi determined that it is in the best interest of their stockholders and recommended that Obagi stockholders tender their shares in favor of the deal. The transaction is expected to be completed in the second quarter of 2013. Valeant expects the transaction, once completed, to be immediately accretive to Valeant's cash earnings per share.
As of April 3, 2013, Valeant and Obagi Medical Products, Inc. have executed an amendment to the agreement, pursuant to which Valeant increased its offer to acquire Obagi from $19.75 to $24 per share in cash. The total purchase price increased to approximately $450 million. The termination fee payable by Obagi Medical Products was also amended and increased to $21 million. The expiration date of the tender offer is April 23, 2013. Obagi's Board of Directors has unanimously approved the amended transaction. As of April 22, 2013, Valeant Pharmaceuticals announced receipt of antitrust clearance regarding the acquisition. The deal is still subject to Antimonopoly Committee of Ukraine. The transaction was approved by Antimonopoly Committee of Ukraine on April 24, 2013.
Morgan Stanley & Co. LLC acted as the financial advisor and fairness opinion provider and Wesley C. Fredericks, Kevin T. Collins and Jason M. Casella of Jenner & Block LLP acted as legal advisors for Obagi Medical Products, Inc. John D. Amorosi and R. Andrew Dickson III of Davis Polk & Wardwell acted as legal advisors for Morgan Stanley. Marie L. Gibson, Stephen F. Arcano, Matthew B. Zisk, Partner, Erica Schohn, Jessica D. Miller, David E. Schwartz, Steven C. Sunshine and Ingrid Vandenborre of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisor for Valeant Pharmaceuticals International. Kenny Juarez of Burson-Marsteller and Jennifer Shotwell and Scott Winter of Innisfree M&A Incorporated acted as the public relations advisor in the transaction.
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VRX's price was unchanged after the transaction was announced on 03/20/13.
Investor / Buyer
Valeant Pharmaceuticals International, Inc.
Creditor / Lender
Ameriprise Financial Inc., Investment Arm
BlackRock Advisors, LLC
Eagle Asset Management, Inc.
Paradigm Capital Management, Inc.
Royce & Associates, LLC
Visium Asset Management, LLC
Visium Balanced Master Fund, Ltd.
Zein and Samar Obagi Family Trust
Financial Advisor
Morgan Stanley & Co. LLC
Legal Advisor
Jenner & Block LLP