UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): July 23, 2010 (July 22, 2010)
VALEANT PHARMACEUTICALS INTERNATIONAL
(Exact name of registrant as specified in its charter)
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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 Number) |
One Enterprise
Aliso Viejo, California 92656
(Address of principal executive offices, including zip code)
(949) 461-6000
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On July 22, 2010, the Federal Trade Commission granted early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), with
respect to the proposed merger contemplated by the Agreement and Plan of Merger, dated as of
June 20, 2010, among Valeant Pharmaceuticals International (Valeant), Biovail Corporation (Biovail),
Biovail Americas Corp. and Beach Merger Corp. (the Merger Agreement). The grant of early
termination is effective immediately, and has the effect of ending the HSR Act waiting period
relating to the Merger Agreement. The proposed merger remains subject to other customary closing
conditions, including the approval of Valeants and Biovails respective shareholders, and the
obtaining of certain approvals under other antitrust or competition laws.
Additional Information
In
connection with the proposed merger, Biovail has filed with the
Securities and Exchange Commission (SEC) a Registration Statement on
Form S-4 that includes a preliminary joint proxy statement of Valeant and Biovail that also
constitutes a prospectus of Biovail. Valeant and Biovail will mail the definitive joint proxy
statement/prospectus to their respective shareholders. INVESTORS ARE URGED TO READ THE PRELIMINARY
JOINT PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE VERSION THEREOF WHEN IT BECOMES AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may
obtain the preliminary joint proxy statement/prospectus and the definitive version thereof when it
becomes available, as well as other filings containing information about Valeant and Biovail, free
of charge, at the website maintained by the SEC at www.sec.gov and, in Biovails case, on SEDAR at
www.sedar.com. Investors may also obtain these documents, free of charge, from Valeants website
(www.valeant.com) under the tab Investor Relations and then under the heading SEC Filings, or
by directing a request to Valeant, One Enterprise, Aliso Viejo, California, 92656, Attention:
Corporate Secretary. Investors may also obtain these documents, free of charge, from Biovails
website (www.biovail.com) under the tab Investor Relations and then under the heading Regulatory
Filings and then under the item Current SEC Filings, or by directing a request to Biovail, 7150
Mississauga Road, Mississauga, Ontario, Canada, L5N 8M5, Attention: Corporate Secretary.
The respective directors and executive officers of Valeant and Biovail and other persons may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding Valeants directors and executive officers is available in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the SEC on
February 24, 2010, and in its definitive proxy statement filed with the SEC by Valeant on March 25, 2010.
Information regarding Biovails directors and executive officers is available in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the SEC
on February 26, 2010, and in its definitive proxy statement
filed with the SEC and Canadian Securities Administrators (CSA) by Biovail on April 21,
2010. Other information regarding the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or otherwise, is contained in the
preliminary joint proxy statement/prospectus filed with the SEC. These documents can be obtained
free of charge from the sources indicated above. Other information regarding the interests of the
participants in the proxy solicitation will be included in the joint proxy statement/prospectus and
other relevant materials to be filed with the SEC and the CSA when they become available. This
communication shall not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.