Lawsuit Overview
An VRX investor filed a lawsuit in California Court on behalf of current investors Valeant Pharmaceuticals International (NYSE:VRX) alleging breaches of fiduciary duty by certain members of the Valeant Pharmaceuticals board of directors in connection with the takeover attempt by Biovail.
According to the complaint the plaintiff alleges, among other things, that the proposed transaction is unfair to the public shareholders of Valeant Pharmaceuticals and that the Board of Directors of Valeant Pharmaceuticals breached their fiduciary duty for failing to maximize shareholder value.
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 and VRX shares climbed to over $53 per share over the last trading days.