|Headquarters||Laval, Quebec, Canada|
|Revenue||US$2.73 billion (Q2 2015)|
|US$341.5 million (Q2 2015)|
|US$-56.1 million (Q2 2015)|
Valeant Pharmaceuticals International, Inc. is a publicly traded multinational specialty drugs company based in Laval, Quebec, Canada. The company focuses on purchasing the rights to older generic drugs and raising prices, sometimes to hundreds or thousands of dollars per pill. Valeant's main drug markets include neurology, dermatology and infectious disease with several drugs in late-stage clinical trials and several currently on the market[when?]. In addition, Valeant has a portfolio of more than 500 products from its prior history as a group of specialty chemical and radiochemical research, development and supply companies with a history stretching back to the 1960s. Valeant's strategy of exponential price increases on lifesaving medicines has been described by Berkshire Hathaway Vice Chariman Charlie Munger as "deeply immoral" and "similar to the worst abuses in for-profit education."
Valeant sells a wide range of drugs, including over-the counter medications and medical devices, as well as prescription drugs such as antidepressant Wellbutrin XL. Kinerase, which uses kinetin as active ingredient, is one of the most popular products of Valeant.
An important part of the growth strategy for Valeant has been acquisitions, sometimes in the multibillion-dollar range, of medical and pharmaceutical companies. As of July 2015, the company was valued at over $90 billion USD ($116 billion CAD) by market capitalization, making it the largest public company in Canada and the largest pharmaceutical company in the nation. By October 2015 Valeant's stock price had dropped to just less than $72.60 USD (approximately $126 CAD), giving a market capitalisation of $24.77 billion USD ($43 billion CAD). This represents a decrease of approximately 80% since the July high.
- 1 Corporate history, mergers and acquisitions
- 2 Controversies
- 3 References
Corporate history, mergers and acquisitions
Valeant was founded as a United States business. In the 1990s shareholders of several group units approved the merger of ICN Pharmaceuticals (founded by Milan Panić), ICN Biomedicals, SPI Pharmaceuticals and Viratek into a new global entity, ICN Pharmaceuticals, the immediate forebear of Valeant. Since then, the company has undergone major management, operational and strategic restructurings during the tenure of Pearson as intermim president and then CEO from 2007.
Valeant Pharmaceuticals is considered to be the poster-company for a new lucrative business model for pharmaceutical companies with its high-profile takeovers. Since 1995 using this model, smaller pharmaceutical companies refocused away from research and development towards serial acquisitions of existing technologies, more aggressive marketing and rapid price increases to enhance growth. Valeant's highly lucrative business model instituted in 2008 which won both the CEO and the company a number of awards, earned negative media attention by September 2015. The value of stocks rose exponentially but also attracted negative attention of regulators in the United States particularly after the publication in the New York Times of an article by Andrew Pollack on price gouging of specialty drugs.
In September, Valeant acquired Coria Laboratories, Ltd for $95 million, acquiring the outstanding shares from Corias parent company DFB Pharmaceuticals, Inc. In November, Valeant acquired DermaTech for about $12.6 million. In December Valeant announced their acquisition of Dow Pharmaceutical Sciences, Inc for $285 million.
In July, Valeant announced its acquisition of Tecnofarma, a Mexican generic company. In December Valeant announced its Canadian subsidiary would acquire the cosmeceutical Canadian company, Laboratoire Dr. Renaud, for C$23 million.
In March, Valeant announced its acquisition of a Brazilian generics and over the counter company for $28 million and manufacturing plant for a further $28 million.
In April Valeant announced that its Canadian subsidiary would acquire Vital Science Corp. for C$10.5 million. In May 2010, Valeant announced that it was acquiring Aton Pharmaceuticals for about $318 million.
On September 28, 2010, Valeant was purchased by Biovail. The new company retained the Valeant name and kept J. Michael Pearson as CEO, but was incorporated in Canada and temporarily kept Biovail's headquarters. In May 2011, former Biovail Corporation Chairman and CEO Eugene Melnyk was banned from senior roles at public companies in Canada for five years and penalized to pay $565,000 by the Ontario Securities Commission. In the year before the merger with Valeant, Melnyk had settled with the United States Securities and Exchange Commission (SEC), agreeing to pay a civil penalty of $150,000 US having previously paid $1 million U.S. to settle other claims with the SEC.
Since the 2010 merger, Valeant has aggressively expanded through acquisition. It makes about 25 deals a year, according to CEO Mike Pearson, most of which are too small to require financial reporting. Deals usually focus on specialized high-margin markets such as dermatology and eye care. A total of 14 purchases were publicly announced from 2010-early 2013.
In March, an attempt to buy drugmaker Cephalon Inc. for $5.7 billion was unsuccessful. but Valeant acquired PharmaSwiss S.A.. In August, Valeant acquired 87.2% of the outstanding shares of Sanitas Group for EUR314 million. In December Valeant acquired iNova for A$625 million with additional milestone payments of up to A$75 million as well as acquiring Dermik, a dermatology unit of Sanofi.
In January Valeant acquired Brazilian sports nutrition company Probiotica Laboratorios Ltda for R$150 million. In February Valeant acquired ophthalmic biotechnology company, Eyetech Inc. In April Valeant acquired Pedinol. In June Valeant acquired OraPharma for approximately $312 million with up to $144 million being paid in milestone payments. In August, Valeant agreed to buy skin-care company Medicis Pharmaceutical for $2.6 billion. The price, $44/share in cash, represented a 39% premium on Medicis' stock. Valeant projected annual R&D and overhead cost cutting of $225 million from the deal. An analyst for Forbes said "the deal ticks all the right boxes for Valeant share holders." The deal was the largest of the 14 announced mergers.
In January, Valeant acquired the Russian company Natur Produkt for $163 million. In March, Valeant acquired Obagi Medical Products, Inc. for $19.75 per share. In May, Valeant agreed to buy Bausch & Lomb, a maker of contact lens solution and surgical devices, from Warburg Pincus LLC for US$8.57 billion in cash. The deal, which was approved by shareholder, includes $4.2 billion earmarked to pay down Bausch & Lomb debt. It is Valeant's largest acquisition to date and will be financed by with $1.5-$2 billion of new equity, and $6–7 billion of new debt. The new debt will bring the company's total to approximately $18 billion. Analyst Neil Maruoka called the purchase an "excellent fit" for Valeant. The company's stock rose about 25% when the deal was announced.
Valeant's existing eye care businesses will be moved to the Bausch & Lomb headquarters in Rochester, New York. The company expects to achieve at least $800 million annually in cost savings, mostly from reduced R&D and overhead, as a result. The acquisition will help Valeant enter markets such as China that it previously did not compete in. Valeant will employ roughly 18,000 people after the deal is complete, which is expected to occur in the third quarter of 2013. Bausch & Lomb was founded in 1853 acquired by Warburg Pincus in 2007 in a leveraged buyout. Warburg Pincus had previous attempted to sell Bausch & Lomb for $10 billion. Bausch & Lomb had filled for an initial public offering after failing to find a buyer. The company had $3 billion of sales in 2012.
Valeant CEO Mike Pearson said the company would continue to pursue mergers and acquisitions in the near future, but would need three or four month to get a handle on Bausch & Lomb before deciding on its next target. "We certainly continue to explore, continue to have discussions and we hope [mergers of equals] will eventually be part of the playbook", Pearson told investors in a conference call. He added that the company would "never fall in love with any of our assets" and would sell an asset to the right buyer. Maruoka said one of Valeant's core strengths is its ability to integrate large acquisitions with its existing businesses.
In January Valeant acquired Solta Medical, Inc. for approximately $250 million. In February, Valeant would acquire PreCision Dermatology Inc for $475 million, a deal aimed at strengthening the firm’s skin products business. In May, it was announced that Nestle would acquire the commercial rights to sell Valeant's filler and toxin products for $1.4 billion.
Failed Allergan acquisition attempt
On April 22, 2014, details were released by Valeant and hedgefund CEO, Bill Ackman, about a $46 billion (CAD) offer presented to Allergan. Valeant is proposing to exchange $48.30 in cash and 0.83 shares of Valeant per Allergan share. Allergan Inc. stockholders would own 43 per cent of the combined company. This bid was rejected by Allergan as being too risky, claiming Valeant's business model of serial acquisitions and low organic growth being unsustainable. Soon after Valeant released a statement saying a new offer will be presented May 28, 2014, where it emerged that Valeant had increased their offer to $49.4 billion. On May 31 the offer was revised and increased to $53.3 billion. On June 18, Valeant began its tender offer for a hostile takover of Allergan. In August 27, 2014, Valeant and Pershing Square Capital Management asked a Chancery Judge to set a trial for September 24, 2014 to decide on whether Valeant and Pershing had properly secured enough support from Allergan shareholders to force a meeting of investors to consider replacing a majority of the company’s directors. On the same day Allergan announced that they had set a December shareholder vote to decide whether the company should replace part of the board of directors. In the afternoon of August 27, Bloomberg reported that Valeant and Pershing Square had won their case with the Chancery Judge setting an October 6 date for the aforementioned trial. On November 17, 2014, Actavis announced it would acquire Allergan for approximately $66 billion, putting an end to Valeant's hostile takeover attempt.
In February the company announced it would acquire Salix Pharmaceuticals for $14.5 billion, resulting in the combined company leading the US gastroinestinal treatment market. The deal will see Valeant gain Salix's portfolio of 22 gastrointestinal related drugs. On March 11 Endo Pharmaceuticals launched an $11.2 billion counter bid for Salix (approximately 11% above the share price at that time). Endo offered to acquire all outstanding Salix shares for 1.4607 Endo shares. However, by March 16 Endo withdrew its offer. On 1 April 2015, Valeant completed the purchase of Salix for $173 in cash per share. In July, the company announced it would acquire Mercury (Cayman) Holdings which owns Amoun Pharmaceutical, one of Egypts largest drugmakers, for $800 million. In August Valeant said it would purchase Sprout Pharmaceuticals Inc for $1 billion. A day earlier, Sprout had just won approval to sell its drug Addyi. In September, Valeant licensed Brodalumab from AstraZeneca for up to $445 million. In September, the company announced its intention to acquire eye surgery product manufacturer, Synergetics USA, for $192 million – in order to strengthen the companies Bausch + Lomb business. In October the company acquired Doctor's Allergy Formula for an undisclosed sum.
In January 2015, a lot of Ribavirin was found to be contaminated and the FDA stated in a press release, that Valeant issued a voluntary nationwide recall. Contamination is due to Bacillus licheniformis of unknown antibiotic susceptibility.
2015 Drug Price Inflation Controversy
In September 2015, Valeant came under criticism for dramatically increasing drug prices. Valeant shares dropped by "as much as 19 per cent on September 28, 2015 after an influential group of politicians criticized Valeant on its pricing strategies". The company raised prices on all its brand name drugs 66% in 2015, five times more than its closest industry peer. In late September 2015 members of The United States House Committee on Oversight and Government Reform urged the Committee to subpoena Valeant for their documents regarding the sharp increases in the price of "two heart medications it had just bought the rights to sell: Nitropress and Isuprel. Valeant raised the price of Nitropress 212 percent and Isuprel 525 percent" as part of their investigation on "rocketing drug prices." Much of the criticism relates to price increases Valeant has made to drugs it acquired the rights to through mergers and acquisitions. New York Times columnist Joe Nocera claimed that Valeant CEO J. Michael Pearson's "plan was to acquire pharmaceutical companies, fire most of their scientists and jack up the price of their drugs".
After Valeant acquired Salix Pharmaceuticals in 2015, it raised the price of the diabetes pill Glumetza about 800 percent. The price of Valeant's stocks sank following the scathing New York Times article about Valeant's business model which enriches investors by overpricing life-saving drugs. Regulators are investigating the controversial model.
The article described how,
"Valeant is known for buying companies and laying off their employees to achieve savings, while accumulating a debt of about $30 billion. It spends an amount equivalent to only 3 percent of its sales on research and development, which it views as risky and inefficient compared with buying existing drugs. Traditional big drug companies spend 15 to 20 percent of sales on research and development. Valeant also pays extremely low taxes because it is officially based in Canada, although Mr. Pearson operates from New Jersey."— New York Times 4 October 2015
On October 5, 2015 Valeant shares sharply dropped. Demetris Afxentiou argued in an article published in The Motley Fool that a "single tweet from Democratic presidential candidate Hillary Clinton" sparked a sell-off of Valeant stocks. Clinton's September 21, 2015 tweet, aimed at price gouging in specialty drugs, posted on social media, "Price gouging like this in the specialty drug market is outrageous. Tomorrow I’ll lay out a plan to take it on."
Neither Clinton's Tweet, nor the New York Times article linked in her Tweet focused on Valeant. However "Valeant’s heart drugs Nitropress and Isuprel increased in price by over 210% and 520% each the day that Valeant acquired the rights to sell them." After Clinton's tweet, Valeant lost nearly 20%, "a significant portion of its value."
By October 2015 Valeant had received subpoenas from the U.S. Attorney's Office for the District of Massachusetts and the United States Attorney for the Southern District of New York in regards to an investigation on Valeant's "drug pricing, distribution and patient assistance program."
On October 21, 2015, trading of Valeant's stock was halted three times as the stock declined by 28% that day following a report by Citron Research group that claims to have a "smoking gun" on the company's activities, claiming that Valeant is using pharmacies related to the Pennsylvania-licensed specialty pharmacy Philidor Rx Services to store inventory and record the transactions as sales. Pershing Square hedge fund manager Bill Ackman is a major investor in Valeant, and has lost an estimated $600 million "in seconds" as the stock's shares dropped on October 21. During the October investigations Valeant disclosed that it has an option to buy one of the specialty pharmacies in question, Philidor RX Services.
A major allegation is that, by controlling the pharmacy services offered by Philidor, Valeant steered Philidor's customers to expensive drugs sold by Valeant. One alleged practice entailed Valeant employees directly managing Philidor's business operations while posing as Philidor employees and with all written communication under fictitious names.
In response to investigations into "questionable practices" at Valeant Pharmaceuticals International Inc's partner pharmacy, Philidor Rx Services, in October 2015 Express Scripts — the largest pharmacy benefit management (PBM) organization in the United States — began reviewing pharmacy programs run by AbbVie Inc and Teva Pharmaceuticals Industries Ltd regarding the potential use of tactics that "can allow drugmakers to work around reimbursement restrictions" from Express Scripts and other insurers. Insurers like Express Scripts direct "patients to cheaper generic versions of widely-used medicines to save costs."
On October 22, Alex Arfaei, an analyst with BMO Capital Markets — who has promoted Valeant's stock purchase since 2013 — downgraded Valeant's shares. Arfaei questioned Valeant's close ties to specialty pharmacies that distribute its drugs arguing that BMO Valeant’s arrangements with the specialty was "not just aggressive, but questionable" and that BMO "cannot defend the specialty pharmacy structure."
Valeant responded that Citron Research group accusations that Valeant was the 'Pharmaceutical Enron' were "erroneous."
On October 30, Valeant said that it would cut ties with Philidor.
Rigid contact-lens monopoly investigation
In October, 2015, the Federal Trade Commission began an investigation into Valeant's increasing control of the production of rigid gas permeable contact lenses. Valeant's acquisition of Bausch & Lomb in 2013, and Paragon Vision Services in 2015, is alleged to have given the company control of over 80% of the production pipeline for hard contact lenses. A series of unilateral price increases beginning in Fall 2015 spurred the FTC's investigation.
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