Bausch Health and Synergy to Seek Bankruptcy Court Approval
of Sale on March 1, 2019
LAVAL, Quebec, Feb. 26, 2019 /CNW/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company")
announced today that the Company was selected as the successful
bidder to acquire certain assets of Synergy Pharmaceuticals Inc.
(NASD: SGYP) ("Synergy") for a cash purchase price of approximately
$195 million and the assumption of
certain assumed liabilities, pursuant to the terms of the stalking
horse asset purchase agreement previously entered into with the
Company (as described below).
"As we continue to transform Bausch Health, we are now pivoting
to offense with research investments and strategic acquisitions
that augment our core businesses. We are excited to acquire the
assets of Synergy, which we believe will strategically enhance our
Salix Pharmaceuticals business and supplement our organic growth in
gastroenterology," said Joseph C.
Papa, chairman and CEO, Bausch
Health. "With our team's expertise in GI and primary care,
we will strengthen our already formidable portfolio of innovative
irritable bowel syndrome solutions with the addition of TRULANCE®.
Additionally, dolcanatide, an investigational incremental peptide
that has established proof of concept studies in a host of GI
conditions, will be a welcome addition to our early stage
pipeline."
As previously announced, in December
2018, Synergy filed a voluntary petition (the "Chapter 11
Petition") for reorganization under Chapter 11 of the U.S. Code
(the "Bankruptcy Code") with the U.S. Bankruptcy Court for the
Southern District of New York (the
"Bankruptcy Court"). At that time, Bausch Health entered into a
definitive agreement to acquire certain assets of Synergy. Under
the terms of the agreement, Bausch Health served as the stalking
horse bidder in a sale process, which Synergy conducted pursuant to
Section 363 of the Bankruptcy Code and court-approved bidding
procedures.
The hearing to approve the sale is scheduled for March 1, 2019. Subject to approval of the
Bankruptcy Court and the satisfaction or waiver of certain other
closing conditions, the transaction is expected to close shortly
after receipt of approval of the sale.
Synergy's flagship product, TRULANCE® (plecanatide) is a
once-daily tablet approved for adults with chronic idiopathic
constipation (CIC) and irritable bowel syndrome with constipation
(IBS-C), and its investigational compound, dolcanatide, is an
incremental peptide with established proof-of-concept studies in
multiple GI conditions.
Wachtell, Lipton, Rosen &
Katz served as legal advisor to Bausch Health in this
transaction.
About Bausch Health
Bausch Health Companies Inc.
(NYSE/TSX: BHC) is a global company whose mission is to improve
people's lives with our health care products. We develop,
manufacture and market a range of pharmaceutical, medical device
and over-the-counter products, primarily in the therapeutic areas
of eye health, gastroenterology and dermatology. We are delivering
on our commitments as we build an innovative company dedicated to
advancing global health. More information can be found at
www.bauschhealth.com.
Forward-looking Statements
This news release may
contain forward-looking statements, which may generally be
identified by the use of the words "anticipates," "expects,"
"intends," "plans," "should," "could," "would," "may," "will,"
"believes," "estimates," "potential," "target," or
"continue" and variations or similar expressions. These
statements are based upon the current expectations and beliefs of
management and are subject to certain risks and uncertainties that
could cause actual results to differ materially from those
described in the forward-looking statements. These risks and
uncertainties include, but are not limited to, risks and
uncertainties discussed in the Company's most recent annual or
quarterly report and detailed from time to time in the Company's
other filings with the Securities and Exchange Commission and the
Canadian Securities Administrators, which factors are incorporated
herein by reference and the following factors: risks related to the
Chapter 11 Petition, including but not limited to, Synergy's and
Bausch Health's ability to obtain Bankruptcy Court approval with
respect to the sale, the occurrence of any event, change or other
circumstances that could give rise to the right of Bausch Health or
Synergy to terminate the definitive agreement between Bausch Health
and Synergy; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all, including as
a result of the impact of, or problems arising from, the
integration of the acquired assets of Synergy; the possibility that
the transaction may be more expensive to complete than anticipated;
diversion of management's attention from ongoing business
operations and opportunities; exposure to potential litigation; and
potential adverse reactions or changes to business or employee
relationships, including those resulting from the bankruptcy
proceedings of Synergy or announcement or completion of the
transaction. In addition, certain material factors and assumptions
have been applied in making these forward-looking statements,
including that the risks and uncertainties outlined above will not
cause actual results or events to differ materially from those
described in these forward-looking statements. The Company believes
that the material factors and assumptions reflected in these
forward-looking statements are reasonable, but readers are
cautioned not to place undue reliance on any of these
forward-looking statements. These forward-looking statements speak
only as of the date hereof. Bausch Health undertakes no obligation
to update any of these forward-looking statements to reflect events
or circumstances after the date of this news release or to reflect
actual outcomes, unless required by law.
TRULANCE is a trademark of Synergy Pharmaceuticals
Inc.
Investor
Contact:
|
Media
Contact:
|
Arthur
Shannon
|
Lainie
Keller
|
arthur.shannon@bauschhealth.com
|
lainie.keller@bauschhealth.com
|
(514)
856-3855
|
(908)
927-0617
|
(877) 281-6642 (toll
free)
|
|
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SOURCE Bausch Health Companies Inc.