Serial Acquirer Valeant Buys Synergetics USA in Sixth Deal of the Year (So Far)
September 2, 2015
By Mark Terry, BioSpace.com Breaking News Staff
Canadian company Valeant Pharmaceuticals International, Inc. , known as a “serial acquirer,” is at it again, announcing today that it is buying Synergetics USA, Inc. for $6.50 per share in cash.
Valeant has acquired more than 100 smaller companies since 2008. On July 17, 2015, the company announced that it was buying Mercury (Cayman) Holdings, the holding company of Amoun Pharmaceutical, for about $800 million and contingent payments. Also in July, the company bought Largo, Fla.-based Unilens Vision Inc. for approximately $28 million, in addition to $5 million in company debt. Again, in July, Valeant signed a development and commercialization deal with Waltham, Mass.-based Eyegate Pharmaceuticals, Inc. In April, Valeant acquired Salix Pharmaceuticals, Ltd. for $11 billion. In February 2015 the company acquired Seattle-based Dendreon Corporation for about $400 million.
“The addition of Synergetics’ portfolio of instruments and devices will further enhance Bausch & Lomb’s presence around the world in the rapidly evolving field of vitreoretinal surgery,” said J. Michael Pearson, chairman and chief executive officer of Valeant in a statement. “We are committed to delivering a valuable and broad array of surgical devices and instruments to serve the needs of the surgical retina community and their patients.”
As part of the deal, Valeant plans to acquire all outstanding shares of Synergetics’ common stock for $6.50 per share in cash, in addition to a contingent value right that entitles the stockholder to get up to $1 per share if Synergetics hits specific sales milestones after the close of the deal. The specifics include $0.50 per share if the company’s ophthalmology products hit $55 million on a four-calendar-quarter basis before June 30, 2018, and $0.50 per share in cash “upon sales of the Company’s ophthalmology products achieving $65 million on a trailing four calendar quarter basis prior to June 30, 2018, with a pro-rata portion payable for net sales above $55 million but less than $65 million.”
Once the tender offer is complete, Valeant will buy remaining shares through a second-step merger at the same price with the same contingent deals. The offer and withdrawal rights will expire at midnight, New York City (Eastern) time on the 20th business day after the launch of the tender offer, unless, according to the details of the deal, it is extended.
Synergetics USA supplies precision surgical devices, primarily on ophthalmology and neurosurgery. Valeant manufactures and markets in a broad range of areas, including dermatology and GI disorders, but also has a significant presence in eye health and neurology.
“We are pleased to reach an agreement with Valeant, which is a logical partner to maximize our Company’s growth opportunities and, importantly, this agreement creates immediate and compelling value for our shareholders,” said David Hable, president and chief executive officer of Synergetics in a statement. “The combined strengths of both companies will expand the breadth of our offerings and create a more effective competitor that is better able to meet our customers’ needs in the ophthalmology and neurosurgery markets.”