Valeant and Biovail Complete Merger

On September 28, 2010, Valeant Pharmaceuticals International (NYSE: VRX), a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products, and Biovail Corp. (TSX, NYSE:BVF), Canada's largest publicly traded pharmaceutical company announced the completion of their merger following approval of the merger by shareholders of both companies.

To finance the transaction, the companies secured a commitment of $2.8 billion through a term loan facility provided by Goldman Sachs Bank USA, Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc. Existing Valeant 7.625 per cent and 8.375 per cent senior unsecured notes were refinanced as part of the transaction.

The combined company will be called Valeant Pharmaceuticals International, Inc. and will remain a Canadian domiciled corporation, headquartered in Mississauga, Ontario and listed on both the Toronto and New York stock exchanges.

Valeant Pharmaceuticals was represented in-house by Steve Min, Executive Vice President, General Counsel and Corporate Secretary. Ogilvy Renault LLP represented Valeant Pharmaceuticals in Canada with a team that comprised Gino Martel, Niko Veilleux and Miguel Manzano (corporate and M&A); Denis Gascon (competition); Derek Chiasson (tax); Brian Daley (regulatory) and George Maughan (banking). Skadden, Arps, Slate, Meagher & Flom LLP represented Valeant in the US with a team that comprised Stephen Arcano, Jeffrey Brill, Thomas Hughes, Alexandra McCormack and Matthew Rymer (M&A); Robert Copen and Tiffany Boydell (banking); Richard Aftanas and Yossi Vebman (corporate finance); Hal Hicks and David Rievman (tax); Stuart Alperin and Erica Schohn (executive compensation and benefits); Steven Sunshine (antitrust) and John Bentivoglio (health care and regulatory).

Biovail Corp. was represented in-house by Gregory Gubitz, Senior Vice President Corporate Development and General Counsel and Jennifer Tindale, Vice President and Associate General Counsel. Blake, Cassels & Graydon LLP was Biovail's Canadian counsel with a team that comprised David Toswell, Stacy McLean, Shlomi Feiner and Michael Hickey (M&A); Brian Facey, Jason Gudofsky and Julie Soloway (competition); Derek Rogers, John Tuzyk and Sheldon Vanderkooy (executive compensation) and Peter MacGowan (financial services). Cravath, Swaine & Moore LLP advised Biovail in the US with a team that comprised Erik Tavzel, Aaron Gruber, Michael Mariani, Adam Rosenthal and Robert Stein (corporate); George Zobitz and Christopher Kelly (banking and finance); Michael Schler, Christopher Fargo and Matthew Lau (tax); Eric Hilfers, Matthew Cantor and Lori Diamond Goodman (executive compensation and benefits) and Karin DeMasi (antitrust).

Alison Ressler of Sullivan & Cromwell LLP represented the special committee of Biovail's board of directors. Firoz Ahmed, Drew Morier and Richard Tremblay of Osler, Hoskin & Harcourt LLP provided tax advice to Biovail.

Ethan Klingsberg of Cleary Gottlieb Steen & Hamilton LLP advised Goldman Sachs on the deal.


Michael Hickey Eric W. Hilfers Gino Martel Julie A. Soloway Gregory D. Gubitz Christopher Maughan John M. Tuzyk Stacy McLean Jennifer Tindale Firoz Ahmed David J. Toswell Derek L. Rogers Richard B. Aftanas Brian R. Daley Michael L. Schler Jason L. Gudofsky Steve Sunshine Ethan A. Klingsberg Erik R. Tavzel Brian A. Facey Sheldon Vanderkooy Richard G. Tremblay Peter MacGowan Niko Veilleux Drew Morier Derek Chiasson Miguel Manzano Denis Gascon Shlomi Feiner


Norton Rose Fulbright Canada LLP Skadden, Arps, Slate, Meagher & Flom LLP Blake, Cassels & Graydon LLP Cravath, Swaine & Moore LLP Sullivan & Cromwell LLP Cleary, Gottlieb, Steen & Hamilton