Valeant Pharmaceuticals targets ISTA Pharmaceuticals for a takeover Print E-mail
By Staff and Wire Reports   
Friday, 16 December 2011 08:44
Valeant Pharmaceuticals International, Inc. (NYSE:VRX) has announced that it has made a proposal to the Board of Directors of ISTA Pharmaceuticals Inc. (Nasdaq:ISTA) to acquire ISTA for $6.50 per share in cash.  The proposed transaction has a total equity value of approximately $314 million on a fully diluted basis.  In addition, ISTA has net debt of approximately $13 million, bringing the total enterprise value to approximately $327 million.  This proposed price represents a premium of approximately 68% over ISTA's 60-day volume weighted trading average of $3.87 and a premium of approximately 67% over ISTA's closing price of $3.89 on December 15, 2011. Valeant's Board of Directors unanimously supports this proposal.

ISTA Pharmaceuticals' products and product candidates address the prescription ophthalmic industry include: therapies for inflammation, ocular pain, glaucoma, allergy, and dry eye. The BioMedReports FDA Calendar which tracks thousands of regulatory and clinical trial events indicates that the company is expecting several milestone catalysts including initiation of Phase III studies for drug candidate T-Pred for Ocular Inflammation as well as a market launch for ISTA's bromfenac for dry eye disease.

Preferring a consensual process, Valeant approached ISTA on October 5, 2011.  After ISTA refused to enter into a customary confidentiality agreement with Valeant, Valeant made a formal written proposal to ISTA's management on November 23, 2011.  ISTA responded to this letter on December 2, 2011, stating that it needed more time to review Valeant's proposal.  Valeant reaffirmed its proposal to ISTA on December 12, 2011 in writing, and ISTA rejected this proposal on December 14, 2011.  Valeant is disappointed by ISTA's rejection of its proposal and ISTA's unwillingness to engage in discussions. Copies of the three letters from Valeant to ISTA are attached to this press release.

"The proposed $6.50 per share price represents a meaningful premium to ISTA's recent trading performance, and we believe it represents a compelling opportunity for ISTA's shareholders in light of the continuing challenges facing ISTA," stated J. Michael Pearson, chairman and chief executive officer of Valeant. "We would be willing to consider improving our offer price if we were allowed to conduct due diligence and found additional value.  Given the importance of the proposed transaction to shareholders of both companies, we have decided to make our proposal public.  We believe ISTA stockholders should not be denied the opportunity to determine for themselves whether their board and management should engage with Valeant in a meaningful and productive dialogue regarding our proposal. We have already devoted significant time and resources to pursing this potential transaction. Therefore, consistent with our past disciplined approach to acquisitions, our $6.50 offer will only remain in effect until January 31, 2012."

The firm has several products in their pipeline at last stage clinical trials and three already in the market.


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