BAUSCH HEALTH COMPAN

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BAUSCH HEALTH COMPANIES INC. : Other Events (form 8-K)

03/31/2021 | 08:07am


Item 8.01 Other Events.
On March 30, 2021, Bausch Health Companies Inc. (the "Company") and certain of
its affiliates ("Bausch Affiliates") entered into a Share Purchase Agreement
(the "Share Purchase Agreement") with an affiliate of ADQ, one of Abu Dhabi's
largest holding companies (the "Purchaser"), pursuant to which the Company and
the Bausch Affiliates agreed to sell all of their equity interests in Amoun
Pharmaceutical Company S.A.E
., a subsidiary of the Company ("Amoun") for total
gross consideration of approximately U.S. $740 million (including the assignment
to the Purchaser of an intercompany loan granted by the Company to Amoun),
subject to certain adjustments (the "Transaction"). As part of the Transaction,
cash generated by Amoun during the period from the locked-box date of January 1,
2021
to the closing of the Transaction will be for the benefit of the Purchaser
(subject to working capital during such period), and such cash is not expected
to be part of the Company's consolidated results and will be adjusted for
reporting purposes from the consideration, together with other gross to net
adjustments, such as taxes and other items.
The Transaction is expected to close in the first half of 2021, subject to
customary closing conditions, including receipt of applicable regulatory
approvals and the approval of the Financial Regulatory Authority in Egypt of the
mandatory tender offer (the "MTO") to be launched by the Purchaser for all of
the issued share capital of Amoun. The shares of Amoun held by the Company and
the Bausch Affiliates will be tendered into the MTO at a per share price of EGP
37.806
.
A copy of the press release issued by the Company announcing the entry into the
Share Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated
by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1* Press Release of Bausch Health Companies Inc., dated March 31, 2021
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)



____________________________________



* Filed herewith.



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