Valeant Acquires Bausch & Lomb

Bausch & Lomb Holdings Incorporated and Valeant Pharmaceuticals International, Inc. announced on May 27, 2013, that they entered into a definitive agreement under which Valeant would acquire Bausch & Lomb for US$8.7 billion in cash. Valeant paid $4.5 billion to a group of Bausch & Lomb investors led by private equity firm Warburg Pincus, and the remaining $4.2 billion was earmarked to pay off debt. The transaction closed on August 5, 2013.

Bausch & Lomb is a leading global eye health company that operates in three segments: pharmaceutical, vision care and surgical. 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 en-Vista, Storz, Stellaris, and Victus.

Valeant Pharmaceuticals International 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. By acquiring Bausch & Lomb, Valeant is significantly expanding its existing portfolio of ophthalmological offerings.

Valeant's legal team was led by its general counsel Robert Chai-Onn.

Skadden, Arps, Slate, Meagher & Flom LLP acted for Valeant with a team that included Stephen Arcano, Marie Gibson and Jeffrey Brill (M&A); Robert Copen (banking), Richard Aftanas (corporate finance), Steven Sunshine (antitrust and competition), David Rievman (tax), Erica Schohn (executive compensation and benefits), Matthew Zisk (intellectual property and technology), Alexandra Margolis (banking), and Reuben Kobulnik, Christopher Barlow and Mark Pezold (M&A). All lawyers are based in New York with the exception of Sunshine (Washington, DC) and Kobulnick (Boston).

Osler, Hoskin & Harcourt LLP acted as Canadian counsel to Valeant with a team that included Clay Horner, Douglas Bryce and Mark Austin (corporate); Firoz Ahmed (tax), Peter Glossop (competition), Matthew Anderson (competition/antitrust), Amanda Heale (taxation) and Robert Hughes (corporate).

Bausch & Lomb's legal team was led by Bausch & Lomb's general counsel Robert Bailey.

Cleary Gottlieb Steen & Hamilton LLP represented Bausch & Lomb with a team that included Robert Davis and David Leinwand (corporate); Margaret Peponis (finance), Michael Albano (employee benefits), James Langston (corporate), Jason Factor (tax), Dorje Glassman (corporate), Daniel Ilan (IP), Kathleen Bradish and Romano Subiotto (antitrust and competition).

Stikeman Elliott LLP acted as Canadian counsel for Bausch & Lomb with a team that included John Leopold and Benoit Dubord (corporate and securities), Marie-Andrée Beaudry (tax) and Jeffrey Brown (regulatory).