Valeant Pharmaceuticals International and Salix Pharmaceuticals have entered into an amendment to their Agreement and Plan of Merger, dated 20 February 2015. Pursuant to the amendment, Valeant increased the offer price to acquire all the outstanding common stock of Salix from $158.00 per share to $173.00 per share in cash, or a total enterprise value of approximately $15.8 billion, through 7 April 2015.
The revised offer price of $173.00 per share provides an additional approximately $1 billion in cash consideration to Salix stockholders, and represents an increase of 9.49% and 43.9%, respectively, over the original offer price of $158.00 per share and the unaffected price of Salix common stock on 16 January 2015, of $120.19. If the minimum tender condition is satisfied at the end of the day on 31 March 2015, Valeant expects to close the transaction on 1 April 2015. If all of the conditions to the tender offer have not been satisfied by 8 April 2015, the offer price will drop back to $158.00 per share. In consideration for the increase of the offer price through 7 April 2015, the termination fee payable by Salix to Valeant has been increased by $100 million and the outside date after which either party may terminate the transaction has been moved from 20 August 2015 to 1 May 2015. The amendment was approved by the Boards of Directors of both companies.
"We continue to be very excited about the combination of our two companies and we are committed to getting this deal done," said J. Michael Pearson, chairman and CEO of Valeant. "This revised offer provides Salix shareholders with all-cash at a significant premium and the certainty to close by 1 April. 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 4+ month closing timeline instead of a closing by 1 April, 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."
Thomas W. D'Alonzo, chairman of the board and acting CEO of Salix, stated: "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."
