On March 31, 2021 Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company") reported that it and certain of its affiliates have entered into a definitive agreement to sell all of their equity interests in Amoun Pharmaceutical Company S.A.E. ("Amoun") to Abu-Dhabi based ADQ (the "Purchaser"), one of the region’s largest holding companies, for total gross consideration of approximately U.S. $740 million (including the assignment to the Purchaser of an intercompany loan granted by Bausch Health to Amoun), subject to certain adjustments (Press release, Bausch Health, MAR 31, 2021, View Source [SID1234577490]). As part of the transaction, cash generated by Amoun during the period from the locked-box date of January 1, 2021 to closing will be for the benefit of the Purchaser1 (subject to working capital during such period), and such cash is not expected to be part of Bausch Health’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. Amoun is one of the largest and most recognized pharmaceutical companies in Egypt that manufactures, markets and distributes branded generics of human and animal health products.
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"The sale of Amoun marks significant progress in our efforts to reduce overall Bausch Health debt as we continue to pursue all opportunities to drive value for our shareholders, including preparing for the spinoff of Bausch + Lomb," said Joseph C. Papa, chairman and CEO, Bausch Health.
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 ("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 its affiliates will be tendered into the MTO at a per share price of EGP 37.806.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC served as financial advisors to Bausch Health, and Wachtell, Lipton, Rosen & Katz acted as legal advisor to Bausch Health in the transaction.