NEW YORK (The Deal) -- Laval, Canada-based Valeant Pharmaceuticals International (VRX) announced on Sunday that it would acquireSalix Pharmaceuticals (SLXP) , of Raleigh, N.C., in a deal with an enterprise value of $14.5 billion, following last year's failed attempt to purchase Allergan(AGN) - Get Report .
Under the terms of the deal Valeant will acquire all outstanding stock for $158 per share in cash in exchange for acquiring the gastrointestinal pharmaceutical company with a portfolio of 22 products. The equity value of the deal comes to about $10.4 billion in cash.
Debt financing is being provided by Deutsche Bank Securities, HSBC, Mitsubishi UFJ Securities, DNB Bank and SunTrust Robinson Humphrey.
The purchase is expected to create over $500 million in annual cost savings, with synergies achieved within six months of closing. The deal is expected to close in the second quarter of this year. A statement from the companies noted that the purchase of Salix is expected to be over 20% accretive to cash earnings per share in 2016.
In January, Valeant set guidance on $1 billion of senior notes, a move that indicated the company was likely preparing for a deal. The offering noted that the company planned to redeem its 6.875% notes due 2018 and to fund corporate activities, including acquisitions.
Th Salix deal is a runner-up to the transaction Valeant pursued most of last year: a hostile bid for Botox maker Allergan, backed by Bill Ackman's activist fundPershing Square Capital Management. After a bitter struggle, including court battles, Allergan sold itself for $66 billion to Actavis(ACT) - Get Report in November.
Valeant didn't stay off the M&A circuit prior to its latest deal. Earlier this month, The Deal reported that the company was acting as a stalking horse bidder in Dendreon's (DNDNQ) sale of the rights to its prostate cancer drug, Provenge, for $415 million.
Salix develops, licenses and markets products for gastrointestinal disorders such as Xifaxan, which treats hepatic encephalopathy, as well as Ruconest, which treats adults and adolescents with heredity angioedema. The company has a market cap of $9.96 billion.
Valeant -- which has offices in Latin America, Asia Pacific and Europe, among others -- focuses on the dermatology, eye health, aesthetics and oral health markets, as well as other areas.
Valeant CEO and chairman J. Michael Pearson said in a statement that Salix was a strategic fit for Valeant's drug portfolio.
"The growing GI market has attractive fundamentals, and Salix has a portfolio of terrific products that are outpacing the market in terms of volume growth and a promising near-term pipeline of innovative products," Pearson said. "With strong brand recognition among specialist GI prescribers, a highly rated specialty sales force, and a significant product and commercial presence across the undertreated and underserved gastrointestinal market, this acquisition offers a compelling opportunity for Valeant to create a strong platform for growth and business development."
Valeant has been active in acquisitions, and rumors of a bid for Salix had been flooding the marketplace for some time. In May of 2013, Valeant purchased ophthalmology company Bausch & Lomb from private equity house Warburg Pincus for $8.7 billion.
Alongside the news that Valeant was to acquire Salix, the Canadian company also released its earnings, noting that in the fourth quarter of 2014, the company had total revenue of $2.3 billion, up 10% over the previous year. It also noted that Bausch & Lomb, acquired from Warburg Pincus in 2013 for $8.7 billion, had organic growth of 8%.
Valeant has a total market cap of $66.31 billion.
Though barely two months in, 2015 has already been a busy year for M&A in the pharmaceutical sector. In early January, Shire(SHPG) - Get Report agreed to purchase Bedminster, N.J.-based NPS Pharmaceuticals for $5.2 billion, following a failed deal for AbbVie(ABBV) - Get Report , which pulled a $48.5 billion takeover due to tax inversion concerns. Earlier this month, Pfizer(PFE) - Get Report began to blaze an acquisition trail by purchasing Hospira (HSP) in a deal valued at almost $17 billion, adding injectable drugs and biosimiliars to its offerings. Pfizer was trying to buyAstraZeneca(AZN) - Get Report last year with a $120 billion offer. That deal also came to naught.
Valeant retained Deutsche Bank's Jason Haas, Michael Cohen and Bill Frauen as well as a team at HSBC as its financial advisers. A team at Sullivan & Cromwell including Alison Ressler, Sarah P. Payne, Nader Mousavi, Matthew Friestedt, Dennis Sullivan, S. Neal McKnight, special counsel Stephen J. Elliott, Spencer Simon, Xiaodong Yi, David Passey, and associates Nicholas Snow, Helen Lu, Nathan Rahmanou, Tyler Rosenbaum, Craig Orbelian, Katherine Scherschel, Alice Lee, Louis Argentieri, Rachel Yu, Regina Readling, Douglas A. Sarro, Ari Blaut and Mushfique Shams Billah provided legal advice to the buyer, along with Valeant's in-house general counsel Rob Chai-onn.
Salix Pharmaceuticals retained Centerview Partners' Alan Hartman, Robert Pruzan, Ercument Tokat and Reece Kresser and JPMorgan Securities' Steve Frank, Tom Monaghan and Jeremy Meilman as its financial advisers. Salix retained a legal team at Cadwalder, Wickersham & Taft including Christopher Cox, Gregory Patti, Jr., William Mills, Ira Schacter, Charles "Rick" Rule, Andrew Forman, Linda Swartz, Dorothy Auth, Jeff Nagle, special counsel Andrew Alin, Edward Wei, and associates Anita Wong, Alexandra Cotter. Centerview retained Wilkie Farr & Galagher's Steven Seidman, Laura Delanoy and associate Laura Acker as its legal counsel. JPMorgan worked with Andrew Bab at Debevoise & Plimpton.
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