Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health” or the “Company”) announced today that its wholly owned subsidiary, Solta Medical Corporation (“Solta”), has publicly filed a registration statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering (“IPO”) of Solta’s common shares. The number of shares to be offered and the price range for the proposed offering have not yet been determined. Solta has applied to list its common shares on the Nasdaq Global Select Market under the symbol “SLTA.”
Bausch Health has completed all internal procedural steps and is fully prepared to launch both the Solta and Bausch + Lomb Corporation IPOs, subject to receipt of regulatory, stock exchange and other approvals. The Company is actively monitoring market conditions to determine the paths forward.
Goldman Sachs & Co. LLC and Morgan Stanley are acting as joint lead book-running managers for the proposed offering. Citigroup, Guggenheim Securities, Barclays and Evercore ISI are acting as joint book-running managers for the proposed offering.
The proposed offering will be made only by means of a prospectus, which forms a part of the Registration Statement. Copies of the Registration Statement and the preliminary prospectus included therein relating to the proposed offering, when available, may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus, when available, may be obtained from Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, N.Y. 10282, by telephone at 866-471-2526 or by email at [email protected] or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, N.Y. 10014.
The Registration Statement relating to the proposed offering has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective.
This news release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. These securities are not being offered to the public in any Canadian jurisdiction and any sales into Canada, if any, will be made in compliance with available exemptions from the Canadian prospectus requirements and only through securities dealers appropriately registered in the jurisdictions of Canada in which sales would be made.
Solta is a leading global aesthetic medical device company focused on the development, manufacture and sale of innovative technologies that provide aesthetic and therapeutic benefits. With one of the longest track records in the aesthetic medical device industry, Solta’s category-leading brands – Thermage®, Clear + Brilliant®, Fraxel® and VASER® – are well-respected and well-known to consumers of skin and body aesthetic treatments. Solta is headquartered in Vaughan, Ontario with a corporate office in Bridgewater, New Jersey.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health”) is a global company whose mission is to improve people’s lives with our health care products. Bausch Health develops, manufactures and markets a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. Bausch Health is delivering on its commitments as it builds an innovative company dedicated to advancing global health.
This news release may contain forward-looking statements about a potential IPO or transaction involving Solta, which may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions, including statements about the timing of completion of the IPO and the pricing of the common shares to be issued pursuant to the IPO. 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 identified in the prospectus relating to the IPO; risks relating to the transaction not being timely completed, if completed at all, including due to unfavorable market or other conditions or factors; risks related to the receipt of (or failure to receive) the regulatory approvals required in connection with the transaction and the timing of receipt of such approvals; the possibility that the other approvals for or conditions to the transaction are not received or satisfied on a timely basis or at all; changes in the anticipated timing for closing the transaction; business disruption during the pendency of or following the transaction; diversion of management time on transaction-related issues; the ability to retain Solta management team members; risks related to the reaction of customers and other parties to such transaction; the impact of such transaction on relationships with customers, suppliers, employees and other business counterparties; the risk that the proposed IPO and subsequent spinoff of Bausch Health’s eye-health business may not occur in the manner or on the timelines anticipated or at all; and other events that could adversely impact the completion of the transaction, including industry or economic conditions outside of Bausch Health’s or Solta’s control. In particular, neither Bausch Health nor Solta can offer any assurance that any IPO will occur at all, or that any such transaction or transactions will occur on the timelines, in the manner or on the terms anticipated by Bausch Health or Solta. In addition, actual results are subject to other risks and uncertainties that relate more broadly to Bausch Health’s overall business, including those more fully described in Bausch Health’s most recent annual report on Form 10-K and detailed from time to time in Bausch Health’s other filings with the U.S. Securities and Exchange Commission and the Canadian securities administrators, which factors are incorporated herein by reference. They also include, but are not limited to, risks and uncertainties caused by or relating to the COVID-19 pandemic, including a possible resurgence of the virus and variant strains thereof and its impact on access to health care products and services, the availability and use of effective vaccines, the imposition of new social restrictions, disruptions in Bausch Health’s supply chain and distribution channels or the ongoing macroeconomic and health care recovery from the impacts of the COVID-19 pandemic.
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. Neither Bausch Health nor Solta undertakes any obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
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SOURCE Bausch Health Companies Inc.