SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On September 6, 2023, Bausch + Lomb Corporation (“Bausch + Lomb”), a subsidiary of Bausch Health Companies Inc. (the “Company”), filed a Current Report on Form 8-K to provide certain historical and pro forma financial information with respect to Bausch + Lomb’s proposed acquisition of XIIDRA® (lifitegrast ophthalmic solution) and certain other ophthalmology assets from Novartis Pharma AG and Novartis Finance Corporation (collectively, “Novartis” and such assets, the “Acquired Assets”). As previously disclosed, on June 30, 2023, a wholly owned subsidiary of Bausch + Lomb, Bausch + Lomb Ireland Limited (“Buyer”), entered into a definitive agreement with Novartis to acquire the Acquired Assets and assume certain liabilities from Novartis (collectively, the “Acquisition”) related to Novartis’s front-of-eye ophthalmology franchise. The closing of the Acquisition is expected to occur at or around the end of September 2023, subject to customary closing conditions.
Bausch + Lomb furnished with its Current Report on Form 8-K (i) the audited abbreviated financial statements of the Acquired Assets as of and for the years ended December 31, 2022 and 2021 (the “Audited Financial Statements”), (ii) the unaudited interim abbreviated financial statements of the Acquired Assets as of and for the six months ended June 30, 2023 and 2022 (the “Interim Financial Statements”) and (iii) unaudited pro forma condensed combined financial information and explanatory notes as of June 30, 2023, and for the six months ended June 30, 2023, and 2022, and for the year ended December 31, 2022, which give effect to the acquisition of the Acquired Assets and the anticipated financing in respect thereof, as more fully set forth in such pro forma financial information (the “B+L Pro Forma Financial Information”).
The Company is furnishing the Audited Financial Statements, the Interim Financial Statements and the B+L Pro Forma Financial Information attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, pursuant to Item 7.01 of Form 8-K. The information contained in this report, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| Item 9.01 | Exhibits |
(d) Exhibits.
| Exhibit Number |
Exhibit | |
| 99.1 | Audited Abbreviated Financial Statements of the Acquired Assets as of and for the years ended December 31, 2022 and 2021. | |
| 99.2 | Unaudited Interim Abbreviated Financial Statements of the Acquired Assets as of and for the six months ended June 30, 2023 and 2022. | |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Information of Bausch + Lomb Corporation and the Acquired Assets as of June 30, 2023, and for the six months ended June 30, 2023 and 2022 and for the year ended December 31, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain or incorporate by reference forward-looking statements, which include statements related to the Acquisition including the timing and anticipated financing thereof, the entry into a transition agreement and the anticipated results thereof, and may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “will,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the Company’s filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators (including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and its most recent quarterly filings), which factors are incorporated herein by reference. In addition, such risks and uncertainties include, but are not limited to, the following: uncertainties relating to the timing of the consummation of the Acquisition; the possibility that any or all of the conditions to the consummation of the Acquisition may not be satisfied or waived; the effect of the announcement or pendency of the Acquisition on Bausch + Lomb’s ability to maintain relationships with customers, suppliers, and other business partners; the impact of the Acquisition if consummated on Bausch + Lomb’s business, financial position and results of operations; and risks relating to potential diversion of management attention away from Bausch + Lomb’s ongoing business operations; Bausch + Lomb’s ability to finance the transaction as anticipated and risks relating to increased levels of debt as a result of debt expected to be incurred to finance such transaction; and risks that Bausch + Lomb may not realize the expected benefits of that transaction on a timely basis or at all. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes, unless required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BAUSCH HEALTH COMPANIES INC. | ||
| By: | /s/ Seana Carson | |
| Name: | Seana Carson | |
| Title: | Executive Vice President, General Counsel | |
Date: September 6, 2023