ISTA Pharmaceuticals, Inc.
Combination Enhances Bausch + Lomb's Growing Pharmaceutical Business; Creates Comprehensive Portfolio of Medicines; and Dramatically Expands D&R Pipeline
MADISON, NJ and IRVINE, CA, Mar 26, 2012 (MARKETWIRE via COMTEX) --Bausch + Lomb, the global eye health company, and ISTA
Pharmaceuticals, Inc. (NASDAQ: ISTA), today announced that they have
signed a definitive agreement under which Bausch + Lomb ("the
Company") will acquire ISTA for $9.10 per share in cash, or a total
of approximately $500 million. The transaction, which has been
unanimously approved by the boards of directors of both companies, is
expected to close in the second quarter of 2012.
Bausch + Lomb's acquisition of ISTA accelerates the company's
strategy to strengthen its pipeline and marketed products and
capabilities. The transaction is expected to drive growth and high
performance for the long term.
The combination adds ISTA's portfolio of industry-proven
non-steroidal, anti-inflammatory, allergy, glaucoma and spreading
agents to Bausch + Lomb's robust, complementary portfolio of existing
Rx ophthalmology and OTC eye health products. The companies also have
complementary development pipelines. ISTA's pipeline includes
candidates in various stages of development to treat various ocular
conditions including inflammation and pain, while Bausch + Lomb's
pipeline of pharmaceutical innovations include the first of a new
class of ocular anti-inflammatory agents to come along in decades,
and a promising approach to reducing intra-ocular pressure in
patients with open-angle glaucoma or ocular hypertension.
"ISTA is an excellent strategic fit with Bausch + Lomb's rapidly
growing pharmaceutical business, and this combination represents an
important step in Bausch + Lomb's commitment to becoming the best
global eye health company," said Brent Saunders, president and chief
executive officer, Bausch + Lomb. "Because Bausch + Lomb already
manufactures nearly all of ISTA's current U.S. products, our
companies have known each other well for many years. We share a
strong overlapping customer base in the U.S., a commitment to serving
our physicians and patients and a track record of developing
meaningful medical advances in eye health. With this combination, we
will significantly enhance our pharmaceutical pipeline, nearly
doubling the number of mid- to late-stage innovations. We look
forward to delivering the benefits of this combination to customers,
patients, employees and partners of both companies."
"Along with the rest of our Board of Directors, I am pleased that the
tremendous assets ISTA's people have created with our products and
pipeline have been recognized by Bausch + Lomb, a global leader in
eye health, and that we were able to finalize a transaction after a
thorough process that delivers shareholders an important return on
their investment in ISTA," said Vicente Anido, Jr., Ph.D., President
and Chief Executive Officer of ISTA Pharmaceuticals. "Both companies
have a significant commitment to serving the needs of the healthcare
industry, eye care professionals and patients alike. ISTA's portfolio
of prescription eye and allergy products is a natural extension of
Bausch + Lomb's pharmaceutical business focus. Together, we create an
impressive platform to commercialize new eye care and allergy
products already under development."
The transaction, which is expected to be accretive to Bausch + Lomb's
EBITDA in the first year after close, is subject to regulatory
approval and other customary closing conditions, including the
approval of ISTA's shareholders. The companies will continue to
operate independently until completion of the transaction.
Bausch + Lomb currently intends to finance the acquisition with a
combination of cash on hand and the proceeds of a $350 million
incremental term loan facility to be provided under its existing
credit facility and available borrowings under its existing revolving
credit facilities or, alternatively, to obtain other financing in
lieu of the foregoing (provided that Bausch + Lomb intends in all
cases to have a combination of cash on hand and committed financing
sufficient to finance the acquisition). Bausch + Lomb has obtained
commitments for the full amount of the incremental facility from
Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Credit
Suisse AG, Goldman Sachs Bank USA, and Bank of America Merrill Lynch.
This purchase price reflects a 10% premium to the share price as of
the market close on March 23, 2012, a 40% premium to the proposal
letter ISTA publicly confirmed it received from Valeant
Pharmaceuticals and a 134% premium to the share price on December 15,
2011, the trading day prior to ISTA's announcement of the proposal
letter it received from Valeant Pharmaceuticals and the ISTA board's
announcement of its intention to review strategic options.
Goldman, Sachs & Co. served as financial advisor to Bausch + Lomb in
this transaction and Cleary Gottlieb Steen & Hamilton LLP served as
legal counsel. Greenhill & Co. served as financial advisor to ISTA
and Stradling Yocca Carlson & Rauth and WilmerHale LLP served as
legal advisors.
About ISTA Pharmaceuticals
ISTA Pharmaceuticals, Inc. is a fast
growing and the third largest branded prescription eye care business
in the United States with an expanding focus on allergy therapeutics.
ISTA currently markets four products, including treatments for ocular
inflammation and pain post-cataract surgery, glaucoma and ocular
itching associated with allergic conjunctivitis. The Company's
development pipeline contains additional candidates in various stages
of development to treat dry eye, ocular inflammation and pain, and
nasal allergies. Headquartered in Irvine, California, ISTA generated
revenues of $160 million in 2011. For additional information about
ISTA, please visit the corporate website at www.istavision.com.
About Bausch + Lomb
Bausch + Lomb is one of the best-known and most
respected healthcare companies in the world. Its core businesses
include contact lenses and lens care products, ophthalmic surgical
devices and instruments, and ophthalmic pharmaceuticals. Founded in
1853, the company is headquartered in Rochester, N.Y., and employs
roughly 11,000 people worldwide. Its products are available in more
than 100 countries. More information is available at www.bausch.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
ISTA
plans to file with the SEC and mail to its stockholders a Proxy
Statement in connection with the transaction. The Proxy Statement
will contain important information about ISTA, Bausch + Lomb, the
transaction and related matters. Investors and security holders are
urged to read the Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of
the Proxy Statement and other documents filed with the SEC by ISTA
through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain
free copies of the Proxy Statement from ISTA by contacting Investor
Relations at 949-789-3159 or [email protected].
ISTA and Bausch + Lomb and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from ISTA's stockholders with respect to the transactions
contemplated by the merger agreement. Information regarding ISTA's
directors and executive officers is contained in ISTA's Annual Report
on Form 10-K for the year ended December 31, 2011, its proxy
statement dated November 1, 2011, and its Current Report on Form 8-K
filed December 6, 2011, which are filed with the SEC. As of February
24, 2012, ISTA's directors and officers beneficially owned
approximately 5,481,128 shares, or 13.10%, of ISTA's common stock.
Additional information regarding the interests of the participants in
the solicitation of proxies in connection with the transaction will
be included in the Proxy Statement.
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS
Statements in this
document regarding the proposed transaction between Bausch + Lomb and
ISTA, the expected timetable for completing the transaction, benefits
and synergies of the transaction, and any other statements about
Bausch + Lomb or ISTA managements' future expectations, beliefs,
goals, plans or prospects constitute forward looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact
(including statements containing the words "believes," "plans,"
"anticipates," "expects," estimates and similar expressions) should
also be considered to be forward looking statements. There are a
number of important factors that could cause actual results or events
to differ materially from those indicated by such forward looking
statements, including the ability to consummate the transaction, and
the other factors described in ISTA's Annual Report on Form 10-K for
the year ended December 31, 2011. Bausch + Lomb and ISTA disclaim any
intention or obligation to update any forward looking statements as a
result of developments occurring after the date of this document.
For ISTA Investor Relations:
Lauren Silvernail
949-788-5302
[email protected]
Jeanie Herbert
949-789-3159
[email protected]
For Bausch + Lomb Media Relations:
Adam Grossberg
(973) 360-6439
[email protected]
Teresa Panas
(973) 360-6382
[email protected]