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Drugmaker Valeant to buy Bausch & Lomb for $8.7 billion

By Euan Rocha and Rod Nickel

TORONTO/WINNIPEG, Manitoba (Reuters) - Valeant Pharmaceuticals International said on Monday it agreed to buy Bausch & Lomb Holdings Inc from Warburg Pincus LLC for $8.7 billion, a cash deal set to vault the Canadian company into the upper ranks of the global pharmaceutical sector.

The purchase strengthens Valeant's offerings in ophthalmic pharmaceuticals, contact lenses and lens care products, along with adding ophthalmic surgical devices and instruments to its portfolio.

Valeant shares rose nearly 8 percent in Toronto to C$93.71, touching an all-time high. It had gained 13 percent on Friday following reports a deal was in the works. The company's stock has multiplied six times over in about three years, with Valeant racking up some 60 deals since 2008.

Bausch & Lomb is by far Valeant's biggest acquisition to date, and will place it roughly among the 15 largest global pharmaceutical companies, said Valeant Chief Executive Michael Pearson in an interview with Reuters.

"This is a 160-year old company and brand name. I think we'll be able to really leverage that," he said, adding that the deal will boost Valeant's 2013 earnings.

Talks with Bausch & Lomb have been going on and off for a few years but intensified in recent weeks, Pearson said, adding that opthalmology is attractive for its growth prospects and Bausch & Lomb's large proportion of sales directly to consumers is also appealing.

Laval, Quebec-based Valeant plans to keep all three of Bausch & Lomb's segments of contact lenses, pharmaceuticals and surgical instruments, said Pearson, putting to bed some market speculation from Friday that the company may seek to sell the surgical instruments arm.

The Bausch & Lomb deal also gives Valeant the large scale of operations that it lacked in China and emerging markets like the Middle East, Pearson said.

"We are thrilled about the deal," said James Telfser, a portfolio manager at Caldwell Investment Management. "We are invested in Valeant right now, because we want something exposed to the U.S. and emerging markets and this definitely just beefs up that thesis."

DISCIPLINED STRATEGY

"The reason we've always liked Valeant is because they have a disciplined acquisition strategy and they have been very clear all along that they are going to make another transformational deal, said Telfser, adding that Valeant accounts for 6.5 percent of the value of its Caldwell Canadian Value Momentum Fund.

Valeant has been on the acquisition trail since its 2010 takeover by Biovail Corp, which assumed the Valeant name. It has been pursuing deals with strong cash flow in high-growth areas where big pharmaceutical companies have little presence.

In opthalmology, however, Valeant will be competing more directly with heavyweights like Novartis AG , Allergan Inc and Johnson & Johnson .

Valeant, known for its prescription drugs such as anti-depressant Wellbutrin and over-the-counter remedies such as Cold-FX, has built up its dermatology and anesthetics portfolio in a dozen deals in the past year.

Last month Valeant attempted to acquire generic drugmaker Actavis Inc in an all-stock deal that would have topped $13 billion, according to sources familiar with the matter.

Valeant, which has a market cap of about $26 billion, is likely to focus on integrating its new acquisitions for the rest of 2013, but will still look for smaller buys that fit its dermatology and opthalmology businesses, Pearson said.

"One of the key attractive attributes of Bausch & Lomb's business model is certainly the high level of private pay," said Canaccord analyst Neil Maruoka. "Valeant generally likes to avoid products and markets that receive a high level of government reimbursement."

EQUITY FINANCING

The brisk pace of acquisitions has pushed Valeant's debt to trailing EBITDA (earnings before interest, taxes, depreciation and amortization) to over four times, and the Bausch & Lomb deal will lever it up to 4.6 times, Pearson said.

By the second half of 2014, however, Bausch & Lomb's strong cash flow and EBITDA should help bring that ratio to under four times, he said, which was previously Valeant's goal for 2013.

"Our M&A strategy, we believe is sustainable," Pearson said, adding that the company also pursues organic growth.

The deal, to be financed through debt and equity, will see some $4.5 billion go to an investor group led by Warburg Pincus LLC, with some $4.2 billion used to pay down Bausch & Lomb's outstanding debt.

Warburg Pincus stands to make close to three times its investment in Bausch & Lomb, according to a person familiar with the matter. Warburg Pincus declined to comment.

The deal will be financed with debt and about $1.5 billion to $2.0 billion of new equity, said Valeant, which has secured committed debt financing from Goldman Sachs .

Valeant expects the deal to result in at least $800 million in annual cost savings by end of 2014. This will come from job cuts, and savings in purchasing and legal costs, Pearson said.

Bausch & Lomb is expected to generate revenues of about $3.3 billion and adjusted earnings before interest, taxes, depreciation and amortization of about $720 million in 2013.

The company said Bausch & Lomb's CEO Brent Saunders will join Valeant in an advisory role to ensure a seamless transition and integration. Fred Hassan, Chairman of Bausch & Lomb's board of directors, will join Valeant's board following the close of the deal.

The transaction, expected to close in the third quarter, is subject to closing conditions and regulatory approvals.

Valeant's legal advisors were Skadden, Arps, Slate, Meagher & Flom LLP and Osler, Hoskin & Harcourt LLP. Bausch & Lomb was advised by Cleary Gottlieb Steen & Hamilton LLP.

Goldman, Sachs & Co. and J. P. Morgan Securities LLC acted as financial advisors to Bausch & Lomb on the deal.

(Additional reporting by Greg Roumeliotis in New York and Julie Gordon in Toronto; Editing by Jeffrey Hodgson and Nick Zieminski)

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