By Lisa Kerner
Charlotte, N.C., May 16 - Warburg Pincus entered into a definitive agreement to acquire Bausch & Lomb Inc. for $65.00 per share, or $4.5 billion, including some $830 million of debt.
The per-share offer is a 26% premium over the volume-weighted average price of Bausch & Lomb's shares for 30 days prior to reports of a possible acquisition.
Under the agreement, Bausch & Lomb has a 50-day "go shop" period in which to solicit superior proposals from third parties. The agreement includes a $40 million break-up fee.
The transaction will close upon shareholder and regulatory approvals as well as other customary closing conditions.
Bausch & Lomb's board of directors, upon the recommendation of its special committee, unanimously approved the agreement and recommends that its shareholders do the same.
"We are pleased that this transaction appropriately recognizes the value of Bausch & Lomb's highly respected brand and innovative products in the eye care industry, while providing our shareholders with an immediate and substantial cash premium for their investment in Bausch & Lomb," lead director and special committee chairman William H. Waltrip said in a company news release.
Morgan Stanley & Co. Inc. advised Bausch & Lomb's special committee and delivered a fairness opinion. Wachtell Lipton Rosen & Katz is acting as legal counsel.
Banc of America, Citi, Credit Suisse and JPMorgan are acting as financial advisers to Warburg Pincus, and Cleary Gottlieb Steen & Hamilton LLP is acting as legal adviser to Warburg Pincus.
Eye health company Bausch & Lomb is based in Rochester, N.Y.
Warburg Pincus is a private equity firm with about $20 billion of assets under management and offices worldwide including New York and London.
| Acquirer: | Warburg Pincus
|
| Target: | Bausch & Lomb Inc.
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| Transaction value: | $4.5 billion
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| Price per share: | $65.00
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| Break-up fee: | $40 million
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| Announcement date: | May 16
|
| Expected closing: | Upon approvals
|
| Stock price for target: | NYSE: BOL: $61.50 on May 15
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