8/16/22, 6:25 PM
`
`Valeant Pharmaceuticals International, Inc. To Acquire Bausch + Lomb For $8.7 Billion – Bausch Health Companies Inc.
`
`Valeant Pharmaceuticals International, Inc. To
`Acquire Bausch + Lomb For $8.7 Billion
`
`May 27, 2013
`
`LAVAL, Quebec and ROCHESTER, N.Y., May 27, 2013 /PRNewswire/ -- Valeant Pharmaceuticals
`International, Inc. (NYSE: VRX) (TSX: VRX) and Bausch + Lomb Holdings Incorporated, the
`global eye health company, today announced that they have entered into a definitive
`agreement under which Valeant will acquire Bausch + Lomb for $8.7 billion in cash.
`
`Bausch + Lomb is a leading global eye health company that operates in three segments:
`Pharmaceutical (including prescription brands, generics and over-the-counter (OTC)), Vision
`Care (contact lenses and solutions), and Surgical (intraocular lenses and surgical equipment).
`Bausch + Lomb has a broad portfolio of eye health products, including well-known prescription
`and OTC brands Besivance, Lotemax, Ocuvite and PreserVision; vision care brands Biotrue
`ONEday, PureVision, renu and Boston; and surgical brands enVista, Storz, Stellaris and
`VICTUS.
`
`Under terms of the agreement, which was unanimously approved by the Board of Directors of
`both companies, Valeant will pay aggregate consideration of $8.7 billion in cash, of which
`appro imately $4.5 billion will go to an investor group led by Warburg Pincus and
`appro imately $4.2 billion will be used to repay Bausch + Lomb's outstanding debt. Valeant
`expects to achieve at least $800 million in annual cost savings by end of 2014. Bausch + Lomb
`expects to have revenues of approximately $3.3 billion and adjusted EBITDA in 2013 of
`approximately $720 million. The transaction is expected to be immediately accretive to
`Valeant's cash earnings per share. Assuming the transaction occurred on January 1, 2013 and
`assuming the full realization of synergies, the acquisition would have been approximately 40%
`accretive to Valeant's expected 2013 Cash EPS.
`
`The transaction will be financed with debt and approximately $1.5 - $2.0 billion of new equity.
`Valeant has secured fully committed debt financing for the transaction from Goldman Sachs
`Bank USA. Taking into account the anticipated equity raise, Valeant's debt to pro forma
`adjusted EBITDA ratio will be appro imately 4.6 times.
`
`Bausch + Lomb will retain its name and become a division of Valeant. Valeant's existing
`ophthalmology businesses will be integrated into the Bausch + Lomb division, creating a global
`eye health platform with estimated pro forma 2013 net revenue of more than $3.5 billion. The
`acquisition positions Valeant to capitalize on growing eye health trends driven by an aging
`patient population, an increased rate of diabetes and demand from emerging markets. The
`combined business will also benefit from access to a strong product portfolio and a late stage
`pipeline of innovative, new products.
`
`https://ir.bauschhealth.com/news-releases/2013/27-05-2013
`
`1/4
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`Eye Therapies Exhibit 2106, 1 of 4
`Slayback v. Eye Therapies - IPR2022-00142
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`

`

`Valeant Pharmaceuticals International, Inc. To Acquire Bausch + Lomb For $8.7 Billion – Bausch Health Companies Inc.
`8/16/22, 6:25 PM
`Valeant's Chairman and Chief Executive Officer, J. Michael Pearson, said, "We are excited to
`announce the acquisition of Bausch + Lomb, which will transform Va eant into a global leader in
`eye health by significantly strengthening our capabilities in ophthalmic pharmaceuticals,
`contact lenses and lens care products, and ophthalmic surgical devices and instruments.
`Bausch + Lomb's world-renowned brand, comprehensive portfolio of leading eye care products,
`and promising late stage pipeline are an ideal strategic fit for our current ophthalmology
`business and we are strongly committed to continuing to build a sustainable eye health
`business. With this transaction, Valeant will be a worldwide leader in both dermatology and eye
`health."
`
`Bausch + Lomb's Chief Executive Officer, Brent Saunders, said, "Bausch + Lomb has undergone
`a profound transformation over the last few years. We introduced innovative new products for
`patients; built a robust pipeline; expanded into new markets; and strengthened our
`relationships with eye care professionals around the world. Valeant's acquisition of our
`company is a testament to the tremendous value our talented employees have created over the
`past several years." Saunders continued, "Our companies have a shared commitment to
`providing innovative and high quality products and exceptional service to customers. I am
`confident that under their stewardship, the Bausch + Lomb brand will continue to stand for
`excellence and innovation in eye health."
`
`Following the closing, Mr. Saunders will join Valeant in an advisory role to help ensure a
`seamless transition and integration and Fred Hassan, Chairman of Bausch + Lomb's Board of
`Directors, will join Valeant's Board of Directors. In addition, Dan Wechsler, Executive Vice
`President and President of Bausch + Lomb's Global Pharmaceuticals, will join Valeant as
`E ecutive Vice President and Company Group Chairman, Ophthalmology and Eye Health.
`Bausch + Lomb's Chief Medical Officer Calvin W. Roberts, M.D. will also join Valeant as its Chief
`Medical Officer, Ophthalmology and Eye Health. We also anticipate additional members of the
`senior management team to join Valeant.
`
`The transaction, which is expected to close in the third quarter, is subject to customary closing
`conditions and regulatory approvals.
`
`Skadden, Arps, Slate, Meagher & Flom LLP and Osler, Hoskin & Harcourt LLP served as
`Valeant's legal counsel, and Bausch + Lomb was advised by Cleary Gottlieb Steen & Hamilton
`LLP. Goldman, Sachs & Co. and J. P. Morgan Securities LLC acted as financial advisors to
`Bausch + Lomb.
`
`Conference Call and Webcast Information
`
`Valeant will host a conference call and a live Internet webcast along with a slide presentation
`on Tuesday, May 28, 2013 at 8:00 a.m. ET (5:00 a.m. PT), to discuss the transaction. The dial-
`in number to participate on this call is (877) 876-8393, confirmation code 77049719.
`International callers should dial (973) 200-3961, confirmation code 77049719. A replay will be
`available approximately two hours following the conclusion of the conference call through June
`28, 2013 and can be accessed by dialing (855) 859-2056, or (404) 537-3406, confirmation
`code 77049719. The live webcast of the conference call may be accessed through the investor
`relations section of Valeant's corporate website at
`www.valeant.com
`.
`
`https://ir.bauschhealth.com/news-releases/2013/27-05-2013
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`2/4
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`Eye Therapies Exhibit 2106, 2 of 4
`Slayback v. Eye Therapies - IPR2022-00142
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`

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`8/16/22, 6:25 PM
`About Valeant
`
`Valeant Pharmaceuticals International, Inc. To Acquire Bausch + Lomb For $8.7 Billion – Bausch Health Companies Inc.
`
`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, neurology and branded
`generics. More information about Valeant can be found at
`www.valeant.com
`
`. A
`
`bout Bausch + Lomb
`
`Bausch + Lomb is a leading global eye health company that is solely focused on protecting,
`enhancing, and restoring people's eyesight. Its core businesses include ophthalmic
`pharmaceuticals, contact lenses and lens care products, and ophthalmic surgical devices and
`instruments. It globally develops, manufactures and markets one of the most comprehensive
`product portfolios in the eye health industry, which are available in more than 100 countries.
`Founded in 1853, the company is headquartered in Rochester, NY, and employs more than
`11,000 people worldwide.
`
`Forward Looking Statements
`
`This press release contains forward-looking statements regarding, among other things, the
`proposed business combination between Valeant and Bausch + Lomb, Valeant and Bausch +
`Lomb's financial position, market position, product development and business strategy,
`e pected cost synergies, e pected timing and benefits of the transaction, as well as estimates
`of Valeant's future expenses and future sales and earnings per share. Statements including
`words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may,"
`"intend," "guidance" or similar expressions are forward-looking statements. Because these
`statements reflect Valeant or Bausch + Lomb's current views, expectations and beliefs
`concerning future events, these forward-looking statements involve risks and uncertainties.
`Investors should note that many factors could affect the proposed business combination of the
`companies and their future financial results and could cause actual results to differ materially
`from those expressed in forward-looking statements contained in this press release. These
`factors include, but are not limited to: the risk that the acquisition will not close; the risk that
`Valeant's business and/or Bausch + Lomb's business will be adversely impacted during the
`pendency of the acquisition; the risk that the operations of the two companies will not be
`integrated successfully; Valeant and Bausch + Lomb's ability to successfully develop,
`commercialize and market new products; Valeant and Bausch + Lomb's ability to obtain
`regulatory approval of any of their respective pipeline products; competition for the business of
`Valeant and Bausch + Lomb's products; market acceptance of Valeant and Bausch + Lomb's
`future products; government regulation of the companies' industries; the outcome of any
`pending or future litigation or claims by third parties or the government; the risk of changes in
`governmental regulations; the impact of economic conditions; the impact of competition and
`pricing and other risks and uncertainties, including those (i) detailed from time to time in the
`Valeant's periodic reports filed with the Securities and E change Commission ("SEC") and the
`Canadian Securities Administrators ("CSA"), including current reports on Form 8-K, quarterly
`reports on Form 10-Q and annual reports on Form 10-K, particularly the discussion under the
`caption "RISK FACTORS" in their annual reports on Form 10-K for the year ended December
` 31, 2012, which have been filed with the SEC and the CSA and (ii) the risk factors detailed in
`
`https://ir.bauschhealth.com/news-releases/2013/27-05-2013
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`3/4
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`Eye Therapies Exhibit 2106, 3 of 4
`Slayback v. Eye Therapies - IPR2022-00142
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`

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`Valeant Pharmaceuticals International, Inc. To Acquire Bausch + Lomb For $8.7 Billion – Bausch Health Companies Inc.
`8/16/22, 6:25 PM
`Amendment No. 1 to the Form S-1 Registration Statement on WP Prism Inc. (the former name
`of Bausch + Lomb Holdings Incorporated), filed with the SEC on April 26, 2013, which has not
`been declared effective by the SEC. The forward looking statements in this press release are
`qualified by these risk factors. These are factors that, individually or in the aggregate, could
`cause the companies' actual results to differ materially from expected and historical results.
`The companies assume no obligation to publicly update any forward-looking statements,
`whether as a result of new information, future developments or otherwise.
`
`Contact Information:
`
`Media Contacts:
`
`Sard Verbinnen & Co
`
`Bausch + Lomb
`
`Jonathan Doorley / Meghan Gavigan
`
`Adam Grossberg
`
`212 687 8080
`
`973 360 6439
`
`jdoorley@sardverb.com
`
`adam.grossberg@bausch.com
`
`Investor Contacts:
`
`Valeant Pharmaceuticals International, Inc.
`
`Bausch + Lomb
`
`Laurie W. Little
`
`949 461 6002
`
`Alex Kelly
`
`908 303 5445
`
`laurie.little@valeant.com
`
`alex.kelly@bausch.com
`
`SOURCE Valeant Pharmaceuticals International, Inc.
`
`https://ir.bauschhealth.com/news-releases/2013/27-05-2013
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`4/4
`
`Eye Therapies Exhibit 2106, 4 of 4
`Slayback v. Eye Therapies - IPR2022-00142
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`