|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/04/15 Valeant Pharmas Int’l, Inc. SC TO-T 9:874K Salix Pharmaceuticals Ltd RR Donnelley/FA Sun Merger Sub, Inc. Valeant Pharmaceuticals International |
Document/Exhibit Description Pages Size 1: SC TO-T Tender-Offer Statement -- Third-Party Tender Offer HTML 36K 2: EX-99.A.1.I Miscellaneous Exhibit HTML 370K 3: EX-99.A.1.II Miscellaneous Exhibit HTML 130K 4: EX-99.A.1.III Miscellaneous Exhibit HTML 22K 5: EX-99.A.1.IV Miscellaneous Exhibit HTML 15K 6: EX-99.A.1.V Miscellaneous Exhibit HTML 23K 7: EX-99.A.1.VI Miscellaneous Exhibit HTML 25K 8: EX-99.D.2 Miscellaneous Exhibit HTML 38K 9: EX-99.D.3 Miscellaneous Exhibit HTML 11K
| EX-99.A.1.III |
Exhibit (a)(1)(iii)
NOTICE OF GUARANTEED DELIVERY
For Tender of All Outstanding Shares of Common Stock
of
Salix Pharmaceuticals, Ltd.
at
$158.00 Per Share, Net in Cash
Pursuant to the Offer to Purchase dated March 4, 2015
by
Sun Merger Sub, Inc.,
a wholly owned subsidiary of
Valeant Pharmaceuticals International,
a wholly owned subsidiary of
Valeant Pharmaceuticals International, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON APRIL 1, 2015 (ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON MARCH 31, 2015) UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (i) certificates representing shares of common stock, par value $0.001 per share (the “Shares”), of Salix Pharmaceuticals, Ltd., a Delaware corporation (“Salix”), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed prior to 12:00 midnight, Eastern time, on April 1, 2015 (one minute after 11:59 P.M., Eastern time, on March 31, 2015) (the “Expiration Date,” unless extended pursuant to and in accordance with the terms of the Merger Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended, will expire) or (iii) time will not permit all required documents to reach Computershare Trust Company, N.A. (the “Depositary”) prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by overnight courier or mailed to the Depositary. See Section 3 of the Offer to Purchase (as defined below).
| By Registered or Certified Mail: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 |
Facsimile: (617) 360-6810 Confirm by Telephone: (781) 575-2332 |
By Express or Overnight Courier: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 250 Royall Street, Suite V |
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN SECTION 3 OF THE OFFER TO PURCHASE) UNDER THE INSTRUCTION THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.
The Eligible Institution that completes this Notice of Guaranteed Delivery must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal (as defined below) or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) and certificates for Shares (or Book-Entry Confirmation, as defined in Section 2 of the Offer to Purchase) to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
Ladies and Gentlemen:
The undersigned hereby tenders to Sun Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Valeant Pharmaceuticals International, a Delaware corporation and a wholly owned subsidiary of Valeant Pharmaceuticals International, Inc., a British Columbia corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated March 4, 2015 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), receipt of which is hereby acknowledged, the number of Shares of Salix specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
| Number of Shares and Certificate No(s) (if available) |
||
|
| ||
|
| ||
| ¨ Check here if Shares will be tendered by book-entry transfer. | ||
| Name of Tendering Institution: |
| |
| DTC Account Number: |
| |
| Dated: |
| |
| Name(s) of Record Holder(s): |
||
|
| ||
|
| ||
| (Please type or print) | ||
| Address(es): |
| |
| (Zip Code) | ||
| Area Code and Tel. No. |
| |
| (Daytime telephone number) | ||
| Signature(s): |
| |
|
| ||
| Notice of Guaranteed Delivery |
||
2
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution, hereby guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a Book-Entry Confirmation of the Shares tendered hereby into the Depositary’s account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), in each case together with a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of book-entry transfers of Shares, either such Letter of Transmittal or an Agent’s Message in lieu of such Letter of Transmittal, and any other documents required by the Letter of Transmittal, within three NASDAQ Global Select Stock Market trading days after the date of execution of this Notice of Guaranteed Delivery.
| Name of Firm: |
| |
| Address: |
| |
|
| ||
| (Zip Code) | ||
| Area Code and Telephone No. |
| |
|
| ||
| (Authorized Signature) | ||
| Name: |
| |
| (Please type or print) | ||
| Title: |
| |
| Date: |
| |
| NOTE: | DO NOT SEND CERTIFICATES REPRESENTING TENDERED SHARES WITH THIS NOTICE. CERTIFICATES REPRESENTING TENDERED SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. |
3
| This ‘SC TO-T’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/1/15 | None on these Dates | |||
| 3/31/15 | ||||
| Filed on: | 3/4/15 | |||
| List all Filings | ||||