BUSINESS

Valeant remains on the prowl for 'merger of equals' deal after Bausch + Lomb

05/28/2013 04:10 EDT | Updated 07/28/2013 05:12 EDT
MONTREAL - Valeant Pharmaceuticals remains on prowl for a large "merger of equals" transaction after it integrates the US$8.7-billion purchase of Bausch + Lomb, CEO Michael Pearson said Tuesday.

Pearson told analysts that concluding such a blockbuster deal remains a possibility once Valeant fully integrates the eye care company in 2014.

"We certainly continue to explore and continue to have discussions and we hope that it will eventually be part of the playbook," he said during a conference call with financial analysts.

Although Bausch + Lomb is Valeant's largest transaction to date, Pearson doesn't consider it a "merger of equals" because it is funding the deal with cash.

Valeant is paying US$4.5 billion to existing shareholders and assuming US$4.2 billion of new debt. It will be funded by bank debt and the issuance of US$1.5 billion to US$2 billion of equity.

The purchase of Bausch + Lomb will raise Valeant's debt, but it plans to reduce it to below four times adjusted EBITDA by the second half of 2014.

Its tax rate should remain around five per cent in the near term.

The company expects to realize $800 million of annual cost efficiencies, in part by eliminating duplication of overhead costs.

Bausch's annual revenues exceed US$3.3 billion but its sales, general and administrative costs are double what Valeant spends.

"We do think that there's some significant opportunities here to change the operating philosophy to a more of a Valeant operating philosophy and get the kind of cost structure that we have," Pearson said.

In the meantime, Valeant will expand through smaller "tuck-in" deals and take advantage of Bausch's global reach to sell Valeant's products to emerging markets where it currently doesn't have adequate scale to compete.

This includes markets such as China, Turkey, Argentina, Korea and the Middle East.

"It's going to expand our ability to sell a lot of the products that Valeant currently has in these new markets for us."

They will complement markets like Russia, Poland and Southeast Asia where Valeant is strong.

As for adding new portfolio of health products, he says there are many that Valeant sees as promising but declined to identify them.

"Give us at least three to four months before we start talking about that," Pearson said.

The transaction will balance Valeant's revenues by geography and product area. The United States will account for half of overall revenues, followed by Europe and Japan at 28 per cent, with Latin America, Canada, Australia, Southeast Asia and South Africa accounting for the rest.

In the U.S., dermatology and esthetics will account for 34 per cent of revenues. Eye care will contribute 32 per cent, followed by neurology at 22 per cent and consumer and oral products at 11 per cent.

Pearson said the eye health market is extremely attractive, in part due to aging demographics, growing wealth in emerging countries and that spending is mostly outside of government payment restrictions.

"The eye health market has many similar characteristics to the dermatology and esthetics markets that make it a logical one for Valeant to pursue."

Analyst Neil Maruoka of Canaccord Genuity raised his target price for Valeant to US$112 per share, saying he expects the company to extract more cost synergies than he previously anticipated.

"Because the B+L acquisition is not a merger of equals as we have expected, the accretion from the deal is likely much higher than our initial analysis suggested," he wrote in a report.

He estimates that Valeant's pro forma profits will about double to US$1.6 billion on US$8.2 billion of revenues.

On the Toronto Stock Exchange, Valeant's shares closed down 66 cents at $95.19 on Tuesday after hitting an record high of $99.49 in early trading.