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Bausch + Lomb: Separation of eye health business

On August 6, 2020, Bausch + Lomb announced the plan to separate its eye health business, consisting of its Bausch + Lomb Global Vision Care (formerly Vision Care/Consumer Health), Global Surgical and Global Ophthalmic Pharmaceuticals businesses, into a separate publicly traded entity, Bausch + Lomb from the rest of Bausch Health Companies Inc.

Then, in January 2022, the company completed the internal organizational design and structure of the new eye health entity.

The registration statement related to the B+L IPO was declared effective on May 5, 2022, and Bausch + Lomb’s common stock began trading on the New York Stock Exchange and the Toronto Stock Exchange, in each case under the symbol “BLCO,” on May 6, 2022.

Prior to the effectiveness of the registration statement, Bausch + Lomb was an indirect subsidiary of the Bausch Health Companies Inc.

On May 10, 2022, a wholly owned subsidiary of the Bausch Health Companies (the “Selling Shareholder”) sold 35,000,000 shares of Bausch + Lomb common stock, at an offering price of $18.00 per share, pursuant to the B+L IPO.

In addition, the Selling Shareholder granted the underwriters an option for a period of 30 days from the date of the B+L IPO to purchase up to an additional 5,250,000 shares of common stock to cover over-allotments at the IPO offering price less underwriting commissions.

On May 31, 2022, the underwriters partially exercised the over-allotment option granted by the Selling Shareholder and, on June 1, 2022, the Selling Shareholder sold an additional 4 million 550,357 shares of Bausch + Lomb common stock at an offering price of $18.00 per share (less applicable underwriting discount). The remainder of the over-allotment option granted to the underwriters expired.

Bausch + Lomb

Following the closing of the B+L IPO and after giving effect to the partial exercise of the over-allotment option, Bausch Health Companies directly or indirectly owns 310 million 449,643 shares of Bausch + Lomb common stock, representing approximately 88.7% of the outstanding shares of Bausch + Lomb common stock.

Total net proceeds from the B+L IPO and partial exercise of the over-allotment option by the underwriters, after deducting underwriting commissions, were approximately $675 million.

Bausch Health Companies remains committed to completing the separation of B+L as soon as practicable and believes that the separation of B+L makes strategic sense.

Completion of the B+L separation is subject to the expiration of customary roadblocks related to the B+L IPO, achievement of targeted debt leverage ratios and receipt of applicable shareholder and other necessary approvals.

The separation of B+L will create two separate and independent companies:

  • Bausch + Lomb, a fully integrated eye health company based on the iconic Bausch + Lomb brand and its long history of innovation.
  • Bausch Pharma, a diversified pharmaceutical company with leading positions in gastroenterology, hepatology, dermatology, neurology and international pharmaceuticals, and aesthetic medical devices.

 

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