Valeant Pharmaceuticals International, Inc. (Valeant) acquired Salix Pharmaceuticals, Ltd. (Salix) for US$173.00 per share in cash, or a total enterprise value of approximately US$15.8 billion. The transaction closed on April 1, 2015.
To partially finance the acquisition, Valeant completed equity and bond offerings, which closed on March 27, 2015. In its equity offer, Valeant issued 7,286,482 shares at a price of US$199.00 per share, for aggregate gross proceeds of approximately US$1.45 billion. Deutsche Bank Securities acted as sole book-running manager for the equity offering and HSBC, MUFG, DNB Markets, Barclays, Morgan Stanley, RBC Capital Markets and SunTrust Robinson Humphrey acted as co-managers for the equity offering.
In its bond offering, Valeant issued US$2 billion aggregate principal amount of 5.375 per cent senior unsecured notes due 2023, US$3.25 billion aggregate principal amount of 5.875 per cent senior unsecured notes due 2023, €1.5 billion aggregate principal amount of 4.50 per cent senior unsecured notes due 2023, and US$3.25 billion aggregate principal amount of 6.125 per cent senior unsecured notes due 2025.
Valeant was represented internally by a team including Robert Chai-Onn, Alex Matheson and Daniel Yelin.
Osler, Hoskin & Harcourt LLP acted as Canadian counsel to Valeant on all three related deals, with a team including Clay Horner, Douglas Bryce, François Paradis, Desmond Lee, Rob Lando, Alex Gorka, Bastien Gauthier, James Brown and Mikulas Arendas (corporate and securities) and Firoz Ahmed and Amanda Heale (tax).
Sullivan & Cromwell LLP acted as counsel to Valeant on the acquisition of Salix and the equity offer. The Sullivan & Cromwell team included Alison Ressler, Sarah Payne, Nicholas Snow, Helen Lu, Nathan Rahmanou, Tyler Rosenbaum, Craig Orbelian and Katherine Scherschel (corporate); Nader Mousavi, Spencer Simon, Stephen Elliott, delete Alice Lee, Louis Argentieri and Rachel Yu (intellectual property); Matthew Friestedt, Regina Readling and Douglas Sarro (executive compensation and benefits) and Dennis Sullivan, Neal McKnight, Xiaodong Yi, Ari Blaut and Mushfique Shams Billah (financing).
Skadden, Arps, Slate, Meagher & Flom LLP acted as counsel to Valeant on financing and antitrust aspects. The Skadden finance team included Stephen Arcano (corporate); Stephanie Teicher (banking); Michael Zeidel (corporate finance); Janine Jjingo (banking); Ryan Dzierniejko (corporate finance); Justin Michael (derivatives) and Herina Lee (banking). The antitrust team included Steven Sunshine and Maria Raptis.
Cadwalader, Wickersham & Taft LLP acted as counsel to Salix. The Cadwalader team was led by Christopher Cox, and included Gregory Patti, Jr., William Mills and Ira Schacter, Andrew Alin, Anita Wong and Alexandra Cotter (corporate); Rick Rule, Andrew Forman and Anne MacGregor (antitrust); Linda Swartz and Edward Wei (tax); Dorothy Auth (intellectual property); Jeff Nagle (finance) and Martin Seidel (litigation).
Covington & Burling LLP acted as counsel to Salix, with a team that included Edward Britton, Kerry Burke, Ed Dixon, Stephanie Bignon, Nick Simon and Grant Young (corporate).
Debevoise & Plimpton LLP acted as counsel to the financial advisor, with a team that included Andrew Bab.
Willkie Farr & Gallagher LLP acted as counsel to the financial advisor. The Willkie deal team was led by Steven Seidman and included Laura Delanoy, Sean Ewen, Tariq Mundiya, Antonio Yanez, Laura Acker and Margaret McSpadden.
Cahill Gordon & Reindel LLP acted as counsel to the underwriters on the equity offer and the bond offer, with a team that included William Hartnett, Timothy Howell, William Miller, Noah Newitz, Josiah Slotnick, John Tripodoro, Campbell Agyapong, Samir Ahuja, Thomas Felix III, Lindsay Flora, Ariel Goldman, Patrick Gordon, Rachel Gray, Bryan Joggerst, Mark Loftus, Sarah Ross and Brandt Tierney.
Stikeman Elliott LLP acted as Canadian counsel to the underwriters on the equity offer, Deutsche Bank Securities, with a team that included Gordon Cameron, Steeve Robitaille, Vanessa Coiteux, Viviana Beltrametti Walker and Olivier Godbout.