Bausch Health Companies Inc. · TSX:BHC
Bausch Health Companies — Valeant Pharmaceuticals International — Merger or Acquisition (June 2014)
11 slides from Bausch Health Companies's merger presentation, Jun 3, 2014
Slide 1: Recent Conversations With Shareholders
Recent Conversations With Shareholders Pershing Square attended two in-person meetings on Thursday ? Long-Only meeting 10 investors Six of the top 10 non-index investors Hedge Fund meeting 34 investors As of March 31st, these investors owned 30+% of Allergan shares. Following the announcement of Val
Slide 2: What Allergan's Largest Shareholders Said On Thursday
What Allergan’s Largest Shareholders Said On Thursday Shareholders believe that the proposed merger is highly strategic and creates enormous shareholder value Shareholders believe that Valeant’s stock is valuable currency; many investors we met with own Valeant stock Shareholders are extremely disap
Slide 3: What Allergan's Largest Shareholders Said On Thursday
What Allergan’s Largest Shareholders Said On Thursday Shareholders wanted $180 of value, without assuming an increase in Valeant’s stock price. Shareholders believe that Valeant’s stock price will increase once the transaction probability increases and the deal ultimately closes Shareholders wanted
Slide 4: Response to Allergan Shareholders' Feedback
Pershing Square’s Response to Allergan Shareholders’ Feedback On Friday morning, Pershing Square, acting in the interest of Allergan shareholders, approached Valeant to improve the transaction’s terms Pershing Square offered to contribute significant value to the transaction if Valeant would increas
Slide 5: Response to Allergan Shareholders' Feedback: Revised path forward
Pershing Square’s Response to Allergan Shareholders’ Feedback Revised path forward Overwhelming shareholder support for the transaction removes the need for a referendum Today, Pershing Square is launching the Special Meeting solicitation process Valeant is preparing to launch an exchange offer 4
Slide 6: Special Meeting Timeline
Special Meeting Timeline June 2nd: Preliminary proxy filed with SEC June 12th – June 22nd: SEC comment period (10 – 20 days) June 14th – June 24th: Proxy materials printed (2 days) June 16th – June 26th: Proxy materials mailed (2 days) June 30th – July 24th: Special Meeting solicitation and delivery
Slide 7: Special Meeting
Special Meeting At the Special Meeting, shareholders can vote to remove Allergan directors Pershing Square intends to propose to remove a majority or more of the board, which we will replace with new candidates If the Allergan board refuses to appoint these new directors, shareholders of 10% or more
Slide 8: How Some Large Shareholders Are Thinking About The Transaction
How Some Large Shareholders Are Thinking About The Transaction Valeant’s revised proposal offers substantial value to Allergan shareholders and is highly superior to Allergan’s standalone value What Valeant’s proposal offers: What standalone AGN offers: $72 of cash per share $0 cash $9.01 of Valeant
Slide 9: Stock Election Demonstrates Confidence in the Transaction
Pershing Square’s Stock Election Demonstrates Confidence in the Transaction Valued at Valeant’s May 30th closing price, Pershing Square’s all-stock election is worth $19.96 per share less than the cash and stock proposal offered to other Allergan shareholders Equity Consideration Calculation Valeant
Slide 10: Stock Election Demonstrates Confidence in the Transaction
Pershing Square’s Stock Election Demonstrates Confidence in the Transaction If Valeant’s stock trades for $180 at the close of the transaction, Pershing Square’s all-stock election will be as valuable as the cash and stock proposal offered to other shareholders Equity Consideration Calculation Valea
Slide 11: Allergan's board should negotiate with Valeant immediately
Rather than seeking to delay the inevitable, Allergan’s board should negotiate with Valeant immediately Importantly, an accelerated timeline also reduces uncertainty for Allergan employees, customers, and shareholders 10
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