Lawfuel.com – Transaction Values Medicis at Approximately $2.6 Billion
At Least $225 Million Run Rate in Annual Cost Synergies Expected to be Achieved within 6 Months of Closing Transaction Expected to Close in the First Half of 2013
MONTREAL and SCOTTSDALE, Ariz., Sept. 4, 2012 LawFuel.com — Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) and Medicis Pharmaceutical Corporation (NYSE: MRX) today announced that they have entered into a definitive agreement under which Valeant will acquire all of the outstanding common stock of Medicis for $44.00 per share in cash. The transaction, which values Medicis’ common stock at approximately $2.6 billion, was unanimously approved by the Boards of Directors of both companies. The $44.00 per share price represents a 39% premium to Medicis’ closing share price on Friday, August 31, 2012, the last trading day prior to announcement, and a 31% premium to the three-month average trading price. The transaction is expected to close in the first half of 2013.
Medicis’ portfolio includes leading prescription brands SOLODYN®, RESTYLANE®, PERLANE®, ZIANA®, DYSPORT® and ZYCLARA®. The pro forma net revenue for the combined company’s dermatology and aesthetics businesses for 2012 is expected to exceed $1.7 billion within the United States.
Valeant’s Chairman and Chief Executive Officer, J. Michael Pearson, said, “The acquisition of Medicis represents a significant next step in our journey to become the leader in dermatology by strengthening Valeant’s presence in acne, actinic keratosis, aesthetic injectables and anti-virals, among others. Medicis’ highly complementary portfolio of leading branded products and promising pipeline is a solid strategic fit, and we look forward to leveraging Medicis’ well known and respected name in dermatology to drive long-term growth.”
Jonah Shacknai, Chairman and Chief Executive Officer of Medicis, said, “Our Board of Directors believes this compelling all-cash transaction demonstrates the value our employees have created and the strength of our brand in the specialty pharmaceutical market. We look forward to combining our portfolio of products with Valeant, and we are confident that the combined portfolio under the Medicis name will be well positioned to capitalize on meaningful opportunities in the growing dermatology and aesthetics markets.”
The transaction is subject to customary closing conditions, including approval by Medicis stockholders and expiration of any applicable regulatory waiting period. Valeant expects the transaction, once completed, to be immediately accretive to Valeant’s cash earnings per share. The combination is expected to yield cost synergies at an annual run rate of at least $225 million within six months of closing. Valeant has secured committed financing for 100% of the transaction value from J.P. Morgan Chase Bank, N.A.
The combined company’s commercial dermatology operations will be located in Scottsdale, Arizona and will operate under the name Medicis, a division of Valeant, with its dermatology research and development operations in Laval, QC, Scottsdale, AZ and Petaluma, CA, and corporate support functions primarily based in New Jersey.
J.P. Morgan Securities LLC acted as exclusive financial advisor to Valeant. Deutsche Bank Securities Inc. and Roberts Mitani, LLC served as financial advisors to Medicis. Sullivan & Cromwell LLP and Skadden, Arps, Meagher & Flom LLP served as Valeant’s legal counsel, and Medicis was advised by Weil, Gotshal & Manges LLP and Latham & Watkins LLP.
Conference Call and Webcast Information
Valeant will host a conference call and a live Internet webcast along with a slide presentation on Tuesday, September 4, 2012 at 8:00 a.m. ET (5:00 a.m. PT), to discuss the transaction. The dial-in number to participate on this call is (877) 876-8393, confirmation code 26019318. International callers should dial (973) 200-3961, confirmation code 26019318. A replay will be available approximately two hours following the conclusion of the conference call through September 11, 2012 and can be accessed by dialing (855) 859-2056, or (404) 537-3406, confirmation code 26019318. The live webcast of the conference call may be accessed through the investor relations section of Valeant’s corporate website at www.valeant.com.
About Valeant Pharmaceuticals International, Inc.
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, neurology and branded generics. More information about Valeant Pharmaceuticals International, Inc. can be found at www.valeant.com.
About Medicis Pharmaceutical Corporation
Medicis is the leading independent specialty pharmaceutical company in the United States focusing primarily on the treatment of dermatological and aesthetic conditions. The Company is dedicated to helping patients attain a healthy and youthful appearance and self-image. Medicis has leading branded prescription products in a number of therapeutic and aesthetic categories. The Company’s products have earned wide acceptance by both physicians and patients due to their clinical effectiveness, high quality and cosmetic elegance.