March 16, 2015
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Valeant increased offer price in Salix acquisition

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Valeant Pharmaceuticals International and Salix Pharmaceuticals today announced they have amended their merger agreement to increase the offer price from $158 per share to $173 per share, representing a total enterprise value of $15.8 billion, through April 7, 2015.

“We are pleased that the enhanced offer price recognizes the value of Salix as the leading gastrointestinal specialty pharmaceutical company and delivers to our stockholders all cash consideration in the near future,” Thomas W. D’Alonzo, chairman of the board and acting CEO of Salix, said in a press release.

This revision adds an estimated $1 billion in cash consideration to Salix stockholders, an increase of 9.49% over the original offer price and an increase of 43.9% over the unaffected price of Salix common stock ($120.19) on January 16, 2015, the release said.

“We continue to be very excited about the combination of our two companies and we are committed to getting this deal done,” J. Michael Pearson, chairman and CEO of Valeant, said in the release. “This revised offer provides Salix shareholders with all-cash at a significant premium and the certainty to close by April 1. By offering a significant premium with a 100% cash offer, eliminating market and company equity risk that could arise from other non-cash offers with a [more than 4] month closing timeline instead of a closing by April 1, our new arrangement creates significant shareholder value for Salix. In addition, the transaction remains modestly accretive in 2015 and will be more than 20% accretive in 2016.”

Valeant still expects to close the transaction on April 1, 2015 if the minimum tender condition is satisfied at the end of the day on March 31; if the conditions are not satisfied by April 8, the offer price will drop back to the original, the release said. Furthermore, Salix’s termination fee has been increased by $100 million and the outside date after which either company may terminate the transaction has been moved from August 20 to May 1 in light of the revision.