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Valeant Pharmaceuticals International Announces Proposed Offering of Convertible
Subordinated Notes
COSTA MESA, Calif., Nov. 13 /PRNewswire-FirstCall/ -- Valeant Pharmaceuticals
International announced today its intention to offer, subject to market and
other conditions, approximately $200 million principal amount of Convertible
Subordinated Notes due 2010 and approximately $200 million principal amount of
Convertible Subordinated Notes due 2013 through offerings to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). Ribapharm Inc., a wholly owned subsidiary of
Valeant Pharmaceuticals, will also be an obligor with respect to both series of
notes, jointly and severally with Valeant Pharmaceuticals, until certain events
occur. The notes are convertible into shares of Valeant Pharmaceuticals common
stock. Valeant Pharmaceuticals expects to grant the initial purchasers an
option to purchase additional notes.
The common stock of Valeant Pharmaceuticals, formerly known as ICN
Pharmaceuticals, is currently listed on the New York Stock Exchange under the
symbol ICN. Valeant will be listed under the symbol VRX effective November 14,
2003.
Valeant Pharmaceuticals intends to use a portion of the net proceeds of the
offerings to enter into convertible note hedge and written call option
transactions with respect to VRX common stock to reduce the potential dilution
from conversion of the notes. In connection with those transactions, the
initial purchasers may take positions in VRX common stock in secondary market
transactions and/or enter into various derivative transactions both in
anticipation of and after the pricing of the notes.
In addition, Valeant Pharmaceuticals intends to use all or a portion of the
remaining proceeds to retire, pursuant to privately negotiated transactions,
open market purchases, a tender offer or otherwise, a portion of Valeant
Pharmaceuticals' and Ribapharm's outstanding 6 1/2% Convertible Subordinated
Notes due 2008. Any remaining amount not used to retire 6 1/2% notes will be
used for general corporate purposes, including potential product acquisitions.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities. The offering will be made only to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of
1933. The securities to be offered have not been registered under the
Securities Act, or any state securities laws, and unless so registered may not
be offered or sold in the United States, except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
About Valeant
Valeant Pharmaceuticals International
(NYSE:VRXNYSE:effectiveNYSE:NovemberNYSE:14NYSE: 2003) is a global, publicly
traded, research-based specialty pharmaceutical company that discovers,
develops, manufactures and markets a broad range of pharmaceutical products.
More information about Valeant can be found at http://www.valeant.com/.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the
federal securities laws relating to expectations, plans or prospects for Valeant
Pharmaceuticals, including those relating to whether or not Valeant
Pharmaceuticals will offer the notes or consummate the offering, the anticipated
terms of the notes and the offering and the anticipated use of proceeds of the
offering. These statements are based upon the current expectations and beliefs
of the Valeant Pharmaceuticals' management and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. These risks and uncertainties
include market conditions and other factors beyond the Valeant Pharmaceuticals'
control and the risk factors and other cautionary statements discussed in the
Valeant Pharmaceuticals' filings with the U.S. Securities and Exchange
Commission.
For further information please contact: Jeff Misakian of Valeant
Pharmaceuticals, +1-714-545-0100, ext. 3309.
DATASOURCE: Valeant Pharmaceuticals International
CONTACT: Jeff Misakian of Valeant Pharmaceuticals, +1-714-545-0100,
ext. 3309
Web site: http://www.valeant.com/