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LAVAL, QC - Bausch Health Companies Inc. (NYSE:BHC)(TSX: BHC), a global pharmaceutical company with annual revenues of $9.6 billion and a market capitalization of $1.7 billion, announced today the filing of a Proxy Statement Supplement in relation to its upcoming annual general meeting of shareholders set for May 13. The supplement amends disclosures in the original April 2 proxy statement, revealing that investor Carl C. Icahn and affiliates have economic exposure to approximately 34% of the company’s common shares through cash-settled equity swaps.
The company’s disclosure comes after a review directed by the Board of Directors on March 12, which was presented by independent counsel Sidley Austin, LLP on April 9. The review was to examine Icahn’s equity swap agreements and bond holdings by John Paulson, the Board Chairman. According to InvestingPro data, the company maintains a "GOOD" financial health score despite recent stock price volatility, with 8 additional exclusive ProTips available for subscribers. Icahn’s swap agreements cover 90,720,000 common shares and were accumulated over more than one hundred trades between May 26, 2021, and September 8, 2023. These swaps, due to mature on February 28, 2028, do not grant voting rights or the ability to settle in the company’s stock.
Regarding Paulson’s bond position, it was determined that his purchase of $50 million in Bausch Health bonds did not require disclosure as a related party transaction. However, Paulson has elected to have the Proxy Statement updated with this information and plans to sell his debt securities to avoid any perceived conflict of interest.
In addition, Bausch Health adopted a shareholder rights plan agreement (SRP) on April 14, designed to prevent takeovers that could disproportionately benefit certain shareholders. The SRP aims to ensure that any party acquiring more than 20% of the company’s shares complies with established exemptions under the plan.
Bausch Health specializes in a wide range of medical products, including in fields such as gastroenterology, neurology, and eye health through its controlling interest in Bausch + Lomb Corporation. The company maintains a strong gross profit margin of 71.1% and analysts expect profitability improvements in the coming year. The company emphasizes that the Proxy Statement Supplement is available for review on the SEDAR+ and EDGAR websites. For deeper insights into BHC’s valuation and growth prospects, InvestingPro subscribers can access comprehensive research reports and exclusive financial metrics among the 1,400+ covered US equities.
This news is based on a press release statement from Bausch Health Companies Inc. and has not been independently verified.
In other recent news, Bausch Health Companies Inc. reported a favorable court ruling that has significant implications for its gastroenterology business. The U.S. District Court for the District of Columbia ruled in favor of Bausch Health’s subsidiary, Salix Pharmaceuticals, ensuring market exclusivity for its drug XIFAXAN® until at least June 2028. This decision alleviates concerns over potential generic competition and is expected to positively impact the company’s revenue. Meanwhile, Fitch Ratings upgraded Bausch Health’s Issuer Default Ratings to ’CCC+’ from ’CCC’, citing successful refinancing efforts that addressed upcoming debt maturities. However, Fitch maintains concerns about long-term refinancing risks and potential revenue declines from XIFAXAN. Additionally, Bausch Health announced a preliminary agreement with the pan-Canadian Pharmaceutical Alliance for the coverage of its acne treatment, PrCABTREOTM, by Canadian public drug plans. RBC Capital Markets adjusted its financial outlook on Bausch Health, lowering the stock target to $8.50 while maintaining a Sector Perform rating. Analysts are anticipating first-quarter revenue to be around $2.24 billion, slightly below the consensus estimate, with adjusted EBITDA projected at approximately $720 million. Lastly, Bausch + Lomb Corporation, a subsidiary of Bausch Health, received an upgraded rating from Fitch to ’B’ from ’B-’, reflecting its strong position in the eye care market and recent acquisition of Novartis’ ocular surface pharmaceuticals portfolio.
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