LAVAL, Quebec , Sept. 8, 2022 /PRNewswire/ — Bausch Health Companies Inc. (NYSE/TSX: BHC) (the “Company”) clarified today certain provisions related to its previously announced offers (the “Exchange Offers”) to exchange the existing senior notes (the “Existing Senior Notes”) for new secured notes (the “New Secured Notes”) plus related solicitation of consent (the “Consent Solicitation”) pursuant to the terms described in an Exchange Offer Memorandum and Consent Solicitation Statement, dated Aug. 30, 2022 (the “Exchange Offer Memorandum”).
In response to particular concerns raised by holders of Existing Senior Notes, the Company hereby confirms the particular following with respect to the customary release and waiver provisions set forth in clauses (ii) and (iii) in the section “Terms of the Offers plus Consent Solicitations—Procedures for Tendering Existing Senior Notes and Delivering Consents—Representations, Warranties plus Undertakings” in the Trade Offer Memorandum:
- Upon an Eligible Holder (as defined within the Exchange Offer Memorandum) tendering its Current Senior Notes in the particular Exchange Offers, such Qualified Holder (a) waives any and all other rights only with respect in order to the Existing Senior Information actually exchanged in the Exchange Provides and (b) releases and discharges Bausch Health and the affiliates from any and all claims such holder may have now, or may have in the future, arising out of, or related to, such Current Senior Records actually changed in the particular Exchange Offers;
- If an Eligible Holder does not trade all of its Existing Senior Notes or if specific of its sold Existing Older Notes are returned to it as a result of proration, such an Eligible Owner retains all claims, causes of action plus rights under the retained Existing Senior Notes; and
- On receipt of the New Guaranteed Notes, the tendering Entitled Holder will have all statements, causes of action and rights entitled to such Eligible Holder under the particular terms of the New Secured Information.
The Exchange Provides and Permission Solicitations are usually being made, and the applicable series of Brand new Secured Notes are being offered, only to cases of the particular Existing Elderly Notes who are either (a) persons other than “U. S. persons” as defined within Regulation H, and who agree to purchase the New Secured Records outside associated with the United States , and that are otherwise in compliance with the requirements of Regulation T; or (b) persons who else are reasonably believed in order to be both (i) “qualified institutional buyers” as defined in Rule 144A underneath the U. S i9000. Securities Act of 1933, as amended (the “Securities Act”) and to whom the New Secured Information are offered in the particular United States in a transaction not involving a public offering, pursuant to Section 4(a)(2) associated with the Securities Act plus (ii) qualified purchasers (as defined in Section 2(a)(51) of the U. Ersus. Investment Company Act of 1940, because amended; provided that, inside each case, if this kind of holder (i) is resident in Canada , such holder is required to complete, sign and submit to the swap agent a Canadian owner form, which may be obtained from the particular information agent, or (ii) is in the European Economic Area or the United Kingdom , such holder is the “qualified investor” and is not a “retail investor”. With respect to holders in the European Economic Area, a “retail investor” means a person who will be one (or more) associated with: (i) the “retail client” as described in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or even (ii) a “customer” within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in stage (10) associated with Article 4(1) of MiFID II; or (iii) not a “qualified investor” as described in Regulation (EU) 2017/1129. The particular holders of Existing Mature Notes who have certified that they are eligible in order to participate in the Offers and Consent Marketing pursuant to at least one associated with the foregoing conditions are referred in order to as ” Eligible Holders . ” Qualified Holders might go to www.dfking.com/bhc in order to confirm their eligibility.
All other terms, provisions and conditions of the particular Exchange Offers and Consent Solicitation remain in full force plus effect. Full details of the terms and problems from the Swap Offers and the Permission Solicitations are usually described within the Exchange Offer you Memorandum. The Exchange Offers and the Consent Solicitations are only being made pursuant to, plus the information in this press release is competent in the entirety by reference to, the particular Exchange Offer Memorandum. Entitled Holders associated with the Current Senior Records are encouraged to read these documents, as they contain important information regarding the Exchange Gives and the Consent Solicitations. This press release is neither an offer to buy nor the solicitation of an offer to buy any Existing Senior Notes in the Exchange Offers or even the Consent Solicitations.
Requests for the particular Exchange Offer Memorandum and other documents relating to the Trade Offers plus the Consent Solicitations may be directed in order to D. F. King & Co., Inc., the exchange agent and information real estate agent for the Offers, at (212) 232-3233 (for banks and brokers only) or (877) 478-5045 (toll-free) (for all others) or [email protected] .
None of the organization, any associated with their respective subsidiaries or even affiliates, or any of their respective officers, boards of directors or even directors, the particular dealer manager and application agent, the exchange broker and info agent or any trustee is usually making any kind of recommendation as to whether Eligible Holders should tender any Existing Senior citizen Notes in response to the Swap Offers or deliver any kind of consents pursuant to the particular Consent Marketing and no one has been authorized simply by any associated with them to make such a recommendation. Eligible slots must help to make their own decision regarding whether to tender their Current Senior Information and deliver consents, plus, if so, the principal amount of Existing Elderly Notes concerning which action is to be taken.
The Exchange Offers and the Consent Solicitations are not really being produced to Qualified Holders of Existing Older Notes in any jurisdiction in which the making or even acceptance thereof would not be in conformity with the securities, blue sky or other laws associated with such jurisdiction. The New Secured Notes have not already been and will not be registered beneath the Investments Act, or any state securities laws and may not have to get provided or sold in the usa , except pursuant to an exemption through, or in a transaction not really subject in order to, the registration requirements of the Securities Act and applicable condition securities laws and regulations. The Brand new Secured Records have not been and will not be certified for sale towards the public by prospectus under applicable Canadian investments laws plus, accordingly, any issuance associated with New Guaranteed Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.
This press release shall not really constitute a deal to sell or a solicitation of an offer to buy the particular New Secured Notes within the Usa States and shall not constitute an offer, solicitation or even sale of the brand new Guaranteed Notes in any legislation where this kind of offering or sale would be unlawful. There shall not be any sale of the New Secured Notes in any jurisdiction in which such offer, solicitation or purchase will be unlawful prior to sign up or qualification under the securities laws associated with such jurisdiction.
About Bausch Health Companies Incorporation.
Bausch Health Businesses Inc. (NYSE/TSX: BHC) is definitely a global diversified pharmaceutical company whose mission is to improve people’s lives with our health care products. We develop, manufacture and market a range of products primarily inside gastroenterology, hepatology, neurology, dermatology, international pharmaceuticals and eye health, through our approximately 88. 7% ownership of Bausch + Lomb. With our leading durable brands, we are delivering on our commitments as we build a good innovative company dedicated to advancing global health.
This news release might contain forward-looking statements about the future performance of the Company, which may generally end up being identified by the use of the words “anticipates, inch “hopes, inches “expects, ” “intends, inch “plans, inches “should, ” “could, inch “would, inches “may, ” “believes, inch “subject to” and variations or similar expressions. These statements are usually based upon the current expectations and beliefs of management and are subject to certain risks plus uncertainties that will could cause actual results to differ materially from those described within the forward-looking statements. Actual results are subject in order to other risks and uncertainties that relate more broadly to the Company’s overall business, including all those more fully described in the Carrier’s most recent annual report on Form 10-K and detailed from time to time in the Company’s some other filings using the U. Nasiums. Securities plus Exchange Commission and the particular Canadian investments administrators, which usually factors are usually incorporated herein by reference.
SOURCE Bausch Health Companies Inc.