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VRX > SEC Filings for VRX > Form 8-K on 5-Jan-2009All Recent SEC Filings

Show all filings for VALEANT PHARMACEUTICALS INTERNATIONAL | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VALEANT PHARMACEUTICALS INTERNATIONAL


5-Jan-2009

Completion of Acquisition or Disposition of Assets


Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 31, 2008, pursuant to the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated December 9, 2008, by and between Valeant Pharmaceuticals International (the "Company"), its wholly owned subsidiary, Descartes Acquisition Corp. ("Merger Sub"), Dow Pharmaceutical Sciences, Inc. ("Dow"), and a representative of the securityholders of Dow, the transaction contemplated in the Merger Agreement (the "Merger") was completed. Upon the closing of the Merger, Merger Sub merged with and into Dow, and Dow became a wholly owned subsidiary of the Company. At the closing, the Company paid to the Dow securityholders the aggregate closing consideration set forth in the Merger Agreement, adjusted for the amount of cash, indebtedness and working capital of Dow at the closing of the transaction as previously disclosed in the Company's Current Report on Form 8-K filed on December 10, 2008 (the "Prior Current Report").
The foregoing summary of the Merger Agreement and the summary of the Merger Agreement included in the Prior Current Report is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 2, 2009, the Company issued a press release announcing the closing of the transaction described in Item 2.01 above. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The financial statements required by Item 9.01(a) of this Form 8-K will be filed by amendment no later than 71 calendar days after the date this report on Form 8-K must be filed.
(b) Pro Forma Financial Information. The pro forma combined financial information required by Item 9.01(b) of this Form 8-K will be filed by amendment no later than 71 calendar days after the date this report on Form 8-K must be filed.
(d) Exhibits. The following documents are filed as exhibits to this report:
2.1 Agreement and Plan of Merger, dated December 9, 2008, by and among Valeant Pharmaceuticals International, Descartes Acquisition Corp., Dow Pharmaceutical Sciences, Inc., and Harris Goodman, as Stockholder Representative †‡

99.1 Press Release of Valeant Pharmaceuticals International, dated January 2, 2009

† Confidential treatment has been requested for certain information contained in this document. Such information has been omitted and filed separately with the Securities and Exchange Commission.

‡ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.


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