Replies to post #18 on Bausch Health Companies Inc (BHC)

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Valeant Approved to Buy Dendreon Assets for $495-Million

Last update: 20/02/2015 2:27:16 pm

By Tom Corrigan

A bankruptcy judge Friday approved the sale of the assets of Dendreon Corp., a troubled cancer drug maker, to Valeant Pharmaceuticals International Inc. for $495 million.

The sale underwent significant modifications as recently as Thursday night, adding an extra $95 million to the purchase price.

In addition to Dendreon's flagship drug, Provenge, the deal now also includes $80 million in cash held by Dendreon as well as another product known as D-3263.

"Our judgment is that this is the better alternative," Kenneth Ziman, a lawyer for Dendreon, said during a hearing Friday. "These changes all are for the better."

Valeant has also offered to hire the company's employees and take over the supply contracts for the acquired business, a component of the offer that stabilizes Dendreon's operations.

A string of objections to the sale were all resolved consensually, some just hours before Friday's hearing began. Unsecured creditors also threw their weight behind the revised deal.

"There is no question that a sale should be approved," Judge Laurie Silverstein of the U.S. Bankruptcy Court in Wilmington, Del., said as she made her ruling Friday.

The sale is scheduled to close on Monday, and Mr. Ziman said he expects the company to exit Chapter 11 protection as soon as June.

Originally, Valeant offered $296 million for Dendreon assets, including Provenge. That offer was increased to $400 million when Valeant was approved to serve as the stalking horse, or lead bidder, at a bankruptcy auction that was ultimately canceled when no rival bidders emerged to challenge Valeant.

The deal is Valeant's first big move since its failed hostile takeover of Botox maker Allergan Inc. Actavis PLC ended up buying Allergan in November for $66 billion. After losing out on Allergan, Valeant indicated it would focus on expanding its own business. But Dendreon appears to have been too tempting a target.

Dendreon filed for Chapter 11 protection in September after Provenge failed to prove a hit with doctors. Its cost, $93,000 for a standard course of treatment, and results that showed only a four-month improvement in median survival rate made the drug a tough sell.

Provenge had about $300 million in 2014 revenue, Valeant said.

Peg Brickley contributed to this article.

Write to Tom Corrigan at [e-mail]


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(END) Dow Jones Newswires

February 20, 2015 14:27 ET (19:27 GMT)

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[UserAlias1]

Valeant-Pharmaceuticals Reports Fourth-Quarter And Full-Year 2014 Financial-Results

PROVIDING FIRST QUARTER 2015 CASH EPS GUIDANCE
DENDREON ACQUISITION EXPECTED TO CLOSE FEBRUARY 23, 2015
VALEANT TO ACQUIRE SALIX PHARMACEUTICALS FOR $158.00 PER SHARE IN CASH
FULL YEAR 2015 GUIDANCE, REFLECTING SALIX AND DENDREON, AS WELL AS EXPECTED BUSINESS OUTPERFORMANCE, WILL BE UPDATED ON FIRST QUARTER 2015 EARNINGS CALL
VALEANT TO HOLD CONFERENCE CALL TO DISCUSS SALIX TRANSACTION AND FOURTH QUARTER AND FULL YEAR 2014 FINANCIAL RESULTS AT 8:00 AM ET ON MONDAY, FEBRUARY 23
Canada NewsWire
LAVAL, Quebec, Feb. 22, 2015
LAVAL, Quebec, Feb. 22, 2015 /CNW/ --

2014 Fourth Quarter Results
-- Total revenue $2.3 billion; an increase of 10% over the prior year despite negative foreign exchange impact of $113 million

-- Total Same Store Sales organic growth was 16%

-- Bausch + Lomb organic growth was 8%

-- Gain of $287 million, net of fees and out-of-pocket expenses, from Allergan investment, is excluded from Cash EPS and Adjusted Operating Cash Flow

-- GAAP EPS $1.56; Cash EPS $2.58 (excluding Allergan gain), an increase of 20% despite negative foreign exchange impact of $0.15 versus the prior year

-- GAAP Operating Cash Flow $816 million; Adjusted Operating Cash Flow $624 million (excluding Allergan gain)

-- Restructuring, integration and other acquisition related costs were down to $47 million in the fourth quarter 2014

-- Net debt reduced to $15.3 billion, with net leverage ratio approximately 3.5 times adjusted pro forma EBITDA

2014 Full Year Results
-- Total Revenue $8.3 billion; an increase of 43% over the prior year

-- Total Same Store Sales organic growth was 13%

-- Bausch + Lomb Organic Growth was 11%

-- GAAP EPS $2.67; Cash EPS $8.34, (excluding Allergan gain), an increase of 34%

-- GAAP Operating Cash Flow $2.3 billion; Adjusted Operating Cash Flow $2.5 billion (excluding Allergan gain)

2015 First Quarter Guidance
-- Expect Cash EPS of at least $2.30 per share

-- Expect Same Store organic growth of 10-15% for Total Company

-- Expect continued outperformance in U.S. to offset negative foreign exchange impact

Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) announces fourth quarter financial results for 2014.

"Valeant's relentless focus on building diversified, durable businesses with strong organic growth platforms, coupled with disciplined business development, is paying off for all of our stakeholders," stated J. Michael Pearson, chairman and chief executive officer. "Outstanding growth in the U.S., most notably dermatology, offset the negative impact from foreign exchange. In addition, we continued to see strong organic growth in several emerging markets such as China, the Middle East and Russia. With our strong finish to the year, we are well positioned for another year of outperformance in 2015."

Conference Call and Webcast Information
The Company will host a conference call and a live Internet webcast along with a slide presentation tomorrow at 8:00 a.m. ET (5:00 a.m. PT), February 23, 2015 to discuss its fourth quarter financial results for 2014. The dial-in number to participate on this call is [phone] confirmation code 90757812. International callers should dial [phone], confirmation code 90757812. A replay will be available approximately two hours following the conclusion of the conference call through March 7, 2014 and can be accessed by dialing [phone], or [phone], confirmation code 90757812. The live webcast of the conference call may be accessed through the investor relations section of the Company's corporate website at www.valeant.com.

About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, eye health, neurology and branded generics. More information about Valeant can be found at www.valeant.com.

Forward-looking Statements
This press release may contain forward-looking statements, including, but not limited to, statements regarding the expected closing of the Dendreon Corporation and Salix Pharmaceuticals, Ltd. ("Salix") transactions, and our expected future performance, including first quarter 2015 guidance with respect to Cash EPS and organic growth, and our expectations with respect to updating guidance. Forward-looking statements 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 Valeant's other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. 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. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes.

Non-GAAP Information
To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the company uses non-GAAP financial measures that exclude certain items, such as amortization of inventory step-up, amortization of alliance product assets & property, plant and equipment step up, stock-based compensation step-up, contingent consideration fair value adjustments, restructuring, acquisition-related and other costs, In-process research and development, impairments and other charges, ("IPR&D"), legal settlements outside the ordinary course of business, the impact of currency fluctuations, amortization and other non-cash charges, amortization including intangible asset impairments and write-down of deferred financing costs, debt discounts and ASC 470-20 (FSP APB 14-1) interest, loss on extinguishment of debt, (gain) loss on assets sold/held for sale/impairment, net, (gain) loss on investments, net, and adjusts tax expense to cash taxes. Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. By disclosing non-GAAP financial measures, management intends to provide investors with a meaningful, consistent comparison of the company's core operating results and trends for the periods presented. Non-GAAP financial measures are not prepared in accordance with GAAP. Therefore, the information is not necessarily comparable to other companies and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Additional Information
The tender offer described in this press release has not yet commenced and this communication is not a recommendation or an offer to purchase or a solicitation of an offer to sell shares of Salix. At the time the tender offer is commenced Sun Merger Sub, Inc. and Valeant will file a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, with the SEC, and Salix will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Valeant and Salix intend to mail these documents to the stockholders of Salix. These documents, as they may be amended from time to time, will contain important information about the tender offer and stockholders of Salix are urged to read them carefully when they become available. Stockholders of Salix will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that Valeant files with the SEC will be made available to all stockholders of Salix free of charge at www.valeant.com. The Solicitation/Recommendation Statement and the other documents filed by Salix with the SEC will be made available to all stockholders of Salix free of charge at www.salix.com.
Financial Tables follow.

Valeant Pharmaceuticals International, Inc. Table 1
Condensed Consolidated Statements of Income (Loss)
For the Three and Twelve Months Ended December 31,
2014 and 2013

Three Months Ended Twelve Months Ended
December 31, December 31,
(In millions) 2014 2013 2014 2013

Product sales $ 2,235.5 $ 2,031.5 $ 8,103.6 $ 5,640.3
Other revenues 44.5 32.3 159.9 129.3
Total revenues 2,280.0 2,063.8 8,263.5 5,769.6

Cost of goods sold (exclusive of amortization and impairments of finite-lived intangible assets shown separately below) 576.7 717.4 2,196.2 1,846.3
Cost of other revenues 13.1 14.5 58.4 58.8
Selling, general and administrative ("SG&A") 524.5 450.3 2,026.3 1,305.2
Research and development 59.1 59.5 246.0 156.8
Acquisition-related contingent consideration (28.9) 4.3 (14.1) (29.2)
In-process research and development impairments and other charges 0.7 24.8 41.0 153.6
(MORE TO FOLLOW) Dow Jones Newswires
February 22, 2015 16:00 ET (21:00 GMT)

[captainscotty]

$VRX Oh CANADA now ready for CBD's with TRUDEAU in office...:-]

http://www.theguardian.com/world/live/2015/oct/20/canada-election-trudeau-liberals-win-harper-steps-down-leader