Investigation Overview
After the Valeant Pharmaceuticals board of directors announced the proposal by Biovail to merge with Valeant Pharmaceuticals Intl. several investigations on behalf of current investors Valeant Pharmaceuticals International (NYSE:VRX) over possible breaches of fiduciary duty by the board of directors of Valeant Pharmaceuticals was announced.
The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Valeant Pharmaceuticals arising out of their attempt to sell Valeant Pharmaceuticals International (NYSE:VRX) to Biovail (NYSE/TSX: BVF).
Valeant Pharmaceuticals International, located in Aliso Viejo, California, is a multinational specialty pharmaceutical company that develops, manufactures and markets a range of pharmaceutical products. While Valeant Pharmaceuticals International reported a Net Loss of $40.83million in 2008, Valeant Pharmaceuticals increased its Total Revenue from $689.50million in 2007, to $656.98million in 2008, and $830.46million in 2009 with a Net Income of $263.74million.
On Monday June 21, 2010, Valeant Pharmaceuticals International (NYSE:VRX) and Biovail (NYSE/TSX: BVF) announced a merger agreement under which Valeant stockholders will receive a one-time special cash dividend of $16.77 per share immediately prior to closing of the merger and 1.7809 shares of Biovail common stock upon closing of the merger in exchange for each share of Valeant common stock they own or an implied value of approximately $46.14 per Valeant share. It is anticipated, so Valeant Pharmaceuticals, that by December 31, 2010, contingent upon the closing of the merger and subject to approval by the new Valeant's Board of Directors and to applicable law, the combined company will pay an additional one-time $1.00 per share dividend to all stockholders of the new combined entity, after which the new Valeant does not intend to pay dividends.According to Valeant Pharmaceuticals International its Boards of Directors unanimously approved a definitive merger agreement
In response to the takeover announcement shares of Valeant Pharmaceuticals Intl. (VRX) traded as high as $48.50 per share on Monday, June 21, 2010. But at least two analysts had price targets of $57 per share.
The investigation by a law firm concerns whether the Valeant Pharmaceuticals Intl. Board of Directors breaches their fiduciary Valeant Pharmaceuticals International (VRX) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breaches their fiduciary duties by not seeking a deal that would provide better Valeant Pharmaceuticals International, and whether Biovail is underpaying for Valeant Pharmaceuticals International (VRX), thus unlawfully harming VRX stockholders.