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Bausch Health Announces Filing of Supplement to Proxy Statement
Supplement In Response to Company Learning that Carl Icahn and Affiliates Have Cash-Settled Equit...
About this update from Bausch Health Companies Inc.
[{"type":"text","content":"Bausch Health Announces Filing of Supplement to Proxy StatementSupplement In Response to Company Learning that Carl Icahn and Affiliates Have Cash-Settled Equity Swaps for Approximately 90 Million of Its Common Shares LAVAL, QC / ACCESS Newswire / April 22, 2025 / Bausch Health Companies Inc. (NYSE:BHC)(TSX: BHC) (the \"Company\" or \"Bausch Health\") today announced that it has filed a supplement (the \"Proxy Statement Supplement\") to its proxy statement dated April 2, 2025 (the \"Proxy Statement\") in respect of the Company's upcoming annual general meeting of shareholders on May 13, 2025. The Company is updating the Proxy Statement to disclose, in addition to the 34,721,118 common shares reported as being beneficially owned (9.4%), Mr. Carl C. Icahn and his affiliates (collectively, \"Icahn\") had entered into cash-settled equity swap agreements covering 90,720,000 of the Company's common shares (24.6%), with a single maturity date of February 28, 2028. Taken together Icahn now has an economic interest covering approximately 34% of the Company's outstanding common shares.On March 12, 2025, the Board of Directors of the Company (the \"Board\") adopted a resolution directing the Company's General Counsel to review the Icahn's position in equity swaps and certain bonds held by John Paulson, the Chairman of the Board. The General Counsel hired Sidley Austin, LLP (\"Sidley\"), as independent counsel, to conduct such review. Sidley presented its findings to the Board on April 9, 2025. As part of its review, Sidley sought information regarding Icahn's swap positions and requested copies of the swap agreements themselves. Icahn refused to provide the copies of the swap agreements, but Icahn informed Sidley that (i) their additional long economic exposure to 90.72 million Company shares through equity swaps was accumulated over more than one hundred trades, executed between May 26, 2021 and September 8, 2023; (ii) the agreements provide for early termination via cash settlement; (iii) the agreements do not confer voting or dispositive power over the referenced shares; and (iv) the agreements do not \"allow for\" physical settlement.Regarding Mr. Paulson's bond position, (i) Mr. Paulson purchased an aggregate of $50 million Bausch Health bonds prior to rejoining the Board of Bausch Health; (ii) he purchased the bonds in the open marke...