form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
__________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 5, 2008 (August 4,
2008)
Valeant
Pharmaceuticals International
(Exact
Name of Registrant as Specified in Charter)
Delaware
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1-11397
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33-0628076
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Enterprise
Aliso
Viejo, California (92656)
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (949) 461-6000
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01, Entry into a Material Definitive Agreements
On
August 4, 2008, Valeant Pharmaceuticals International (the "Company") announced
that it had entered into an Acquisition Agreement dated August 4, 2008, with
Meda AB, a company incorporated under the laws of Sweden (“Buyer”) pursuant to
which the Company has agreed to, and to cause certain of its subsidiaries to,
sell and assign to Buyer or one or more of Buyer's subsidiaries, all outstanding
shares of capital stock of the Company's subsidiaries in Western and
Eastern Europe, the Middle East and Africa (the "WEEMEA Companies") in the
manner and subject to the terms and conditions set forth in the Acquisition
Agreement. The Company and Buyer also entered into an Asset
Transfer and License Agreement dated August 4, 2008 (the "Asset Transfer and
License Agreement") pursuant to which the Company has agreed to, sell, assign,
transfer, license or sublicense, with effect from the closing of the Acquisition
Agreement, to Buyer or one or more of Buyer's subsidiaries, certain assets
relating to the WEEMEA Business, in the manner and subject to the terms and
conditions set forth in the Asset Transfer and License Agreement and the
Acquisition Agreement.
Pursuant
to the terms of the Acquisition Agreement, the Buyer has agreed to pay to the
Company US$ 392.0 million in cash at closing on the terms and subject to the
conditions set forth in the Acquisition Agreement, subject to certain
post-closing adjustments relating to the actual levels of cash, indebtedness and
working capital of the WEEMEA Companies at closing. The Acquisition
Agreement contains customary warranties, and the Buyer may make
claims for damages in the event of warranty breaches, subject to the limitations
described in the Acquisition Agreement. The Company has agreed to
indemnify the Buyer for certain pre-closing taxes, liabilities related to the
Company's non-WEEMEA businesses and certain identified
liabilities. The Acquisition Agreement also includes certain
restrictions on the ability of the Company and the Buyer to sell competing
products for three years after closing in the territories set forth in the
Acquisition Agreement. The Acquisition Agreement also provides that
the Company will enter into a supply agreement with the Buyer at closing with
respect to the manufacture by the Company of certain products, a transition
services agreement pursuant to which the parties will provide specified services
to each other for an interim period following closing of the transactions
contemplated in the Acquisition Agreement and a distribution agreement for
distribution of Kinerase by Buyer in certain countries in the Middle
East.
Pursuant
to the terms of the Asset Transfer and License Agreement, the Company has agreed
to transfer or license to the Buyer rights with respect to certain intellectual
property used by the WEEMEA Companies in the conduct of their business.
The Asset Transfer and License Agreement contains customary warranties, subject
to certain limitations described in the Asset Transfer and License Agreement and
the Acquisition Agreement.
The
closing of the transactions contemplated by the Acquisition Agreement and the
Asset Transfer and License Agreement is subject to the satisfaction or waiver of
customary conditions, including the receipt of required competition
approvals. The transaction is expected to close in the third quarter
of 2008.
The
foregoing summaries of the Acquisition Agreement and the Asset Transfer and
License Agreement do not purport to be complete and are subject to, and
qualified in their entirety by, the full text of the Acquisition Agreement and
the Asset Transfer and License Agreement, which are attached as Exhibit 99.1 and
Exhibit 99.2 respectively and incorporated herein by reference. The press
release is attached as Exhibit 99.3.
Item
9.01, “Financial Statements and Exhibits”
(d)
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Exhibits
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99.1
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Acquisition
Agreement dated August 4, 2008 between Valeant Pharmaceuticals
International, and Meda AB.
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99.2
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Asset
Transfer and License Agreement dated August 4, 2008 between Valeant
Pharmaceuticals International, and Meda AB.
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99.3
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Press
Release of Valeant Pharmaceuticals International, dated August 4,
2008
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Valeant
Pharmaceuticals International
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By:
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/s/
STEVE T. MIN
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Steve
T. Min
Executive
Vice President and
General
Counsel
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Dated: August
5, 2008
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INDEX
TO EXHIBITS
Exhibit
No.
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Description
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99.1
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Acquisition
Agreement dated August 4, 2008 between Valeant Pharmaceuticals
International, and Meda AB.
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99.2
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Asset
Transfer and License Agreement dated August 4, 2008 between Valeant
Pharmaceuticals International, and Meda AB.
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99.3
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Press
Release of Valeant Pharmaceuticals International, dated August 4,
2008
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