ISTA Pharmaceuticals announced today that it has received a revised non-binding proposal from Valeant Pharmaceuticals to acquire ISTA and will consider the updated proposal as part of its ongoing review of strategic options. On January 11, Valeant’s Chairman and CEO and two Directors met with Vicente Anido, Jr., Ph.D., ISTA’s President and Chief Executive Officer, and Richard C. Williams, ISTA’s Chairman of the Board. During the meeting, Valeant raised its initial proposal to $7.50 per share in cash and set a target price of $8.50 per share in cash, subject to one week of due diligence. Subsequently, on January 16 Valeant sent ISTA a letter confirming its increased non-binding proposal, which included a number of inaccuracies about ISTA’s process and the discussions between the two companies. ISTA’s process for review of strategic options is advancing as planned and in an expeditious manner, consistent with the Board’s fiduciary responsibilities and its commitment to maximizing shareholder value. As part of the strategic review process publicly announced on December 16, 2011, ISTA is currently in dialogue with a number of parties that have expressed an interest in pursuing a strategic transaction.
Vicente Anido, Jr., Ph.D., President and Chief Executive Officer of ISTA, said, “We are pleased with the progression of our strategic review since we embarked on it in mid-December. We have invited Valeant, along with a number of other parties, to participate in our process. We are considering Valeant’s revised proposal as part of that process, but we are fully committed to completing the strategic review with the aim of maximizing shareholder value. We view Valeant’s willingness to raise its bid at least $2.00 per share as a clear indication of the inadequacy of its initial proposal. Valeant has and continues to be offered the same confidentiality agreement, with no standstill provision, as all the other participants in our process and is subject to the same timeline. To date, Valeant has not executed a confidentiality agreement. Should Valeant choose to execute a confidentiality agreement as other parties have done, ISTA would provide them the same non-public information that we are providing to other parties. We do not think it is in the shareholders’ best interest to abort our process to accommodate Valeant’s artificially short timetable. Meeting Valeant’s demands to shorten the timeline would effectively foreclose the opportunity for a number of other interested parties to compete.” Greenhill & Co. is acting as financial advisor to ISTA. Stradling Yocca Carlson & Rauth and WilmerHale LLP are acting as legal advisors to ISTA.
