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.
Table of Contents