Valeant Pharmaceuticals to acquire Synergetics USA

Acquisition will further enhance Bausch + Lomb's presence around the world in the rapidly evolving field of vitreoretinal surgery

Valeant Pharmaceuticals has announced that its affiliate has entered into a definitive agreement under which Valeant will acquire Synergetics USA for US$6.50 per share in cash.

In addition to the upfront cash payment, Synergetics stockholders will receive additional cash payments of up to $1.00 per share if specified sales milestones are achieved following the closing. The transaction is expected to close in the fourth quarter of 2015 and is subject to customary closing conditions and regulatory approvals.

‘The addition of Synergetics' portfolio of instruments and devices will further enhance Bausch + Lomb's presence around the world in the rapidly evolving field of vitreoretinal surgery,’ stated J. Michael Pearson, Chairman and Chief Executive Officer of Valeant. ‘We are committed to delivering a valuable and broad array of surgical devices and instruments to serve the needs of the surgical retina community and their patients.’

‘We are pleased to reach an agreement with Valeant, which is a logical partner to maximise our company's growth opportunities and, importantly, this agreement creates immediate and compelling value for our shareholders,’ said David M. Hable, President and Chief Executive Officer of Synergetics. ‘The combined strengths of both companies will expand the breadth of our offerings and create a more effective competitor that is better able to meet our customers' needs in the ophthalmology and neurosurgery markets.’

Following the successful completion of the tender offer, Valeant will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price and with the obligation to make the same contingent cash consideration payments as are made to stockholders tendering their shares in the tender offer.

The consummation of the tender offer is subject to various conditions, including a minimum tender of a majority of outstanding Synergetics' shares on a fully diluted basis, the expiration or termination of any applicable waiting periods under applicable competition laws, and other customary conditions. The board of directors of Synergetics unanimously approved the transaction.

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