Valeant Pharmaceuticals

Valeant Pharmaceuticals International, Inc.

Valeant Pharmaceuticals International
Type	Public company
Traded as	NYSE: VRX TSX: VRX S&P/TSX 60 component
Industry	Pharmaceutical industry
Founded	1960 (1960)
Headquarters	Laval, Quebec, Canada
Key people	Joseph C. Papa (Chairman and CEO), Robert Rosiello (CFO)
Products	Cesamet (nabilone) Efudex Mestinon Diastat Ribavirin (licensed to Schering Plough) CeraVe
Revenue	US$8.263 billion (2014)
Operating income	US$2.039 billion (2014)
Net income	US$913.5 million (2014)
Total assets	US$26.353 billion (2014)
Total equity	US$5.312 billion (2014)
Number of employees	16,800 (2014)
Subsidiaries	Bausch & Lomb Salix Pharmaceuticals Medicis Pharmaceutical Solta Medical Dendreon OraPharma Obagi
Website	valeant.com

Valeant Pharmaceuticals International, Inc. is a multinational pharmaceutical company based in Laval, Quebec, Canada. Valeant manufactures mostly generic pharmaceuticals and over-the-counter products. Valeant specializes in dermatology, eye health, aesthetics, consumer products, gastrointestinal, oral health, neurology and other therapeutic areas. In 2013 Valeant bought Bausch & Lomb, one of the largest manufacturers of contact lenses.

Valeant grew quickly with a series of mergers and acquisitions under the leadership of J. Michael Pearson and for a short period of time in 2015 was the most valuable company in Canada. Valeant was described as a platform company that grows by systematically acquiring other companies. Valeant acquired Salix Pharmaceuticals for $15.6 billion in 2015.

In 2015–2016 the company was involved in a controversy about drug price hikes and the use of a specialty pharmacy for the distribution of its specialty drugs. The company's stock price plummeted nearly 90 percent since the peak. Valeant reversed the price hikes and ended cooperation with specialty pharmacy Philidor Rx Services and began cooperation with Walgreens.

Valeant is under investigation by the U.S. Securities and Exchange Commission. Beginning May 2016 Joseph C. Papa leads the company. Bill Ackman's Pershing Square fund has a major stake in the company.

Current operations

Valeant's main products include drugs in the fields of dermatology, neurology, and infectious disease.

Prescription drugs

The company's major prescription drugs are as follows:

• Acne drugs: Solodyn, Ziana, Acanya, Atralin, Retin-A Micro, Microsphere, ONEXTON Gel
• Wellbutrin XL for treatment of depression
• Jublia for treatment of toenail fungus
• Targretin, a retinoid for treatment of Cutaneous T-Cell Lymphoma
• Arestin, an antibiotic used for procedures related to periodontitis
• Zovirax, a topical antiviral used against herpes viruses
• Syprine, used for treatment of patients with Wilson's disease
• Elidel, used to treat atopic dermatitis

Over the counter drugs

The company's major over the counter drugs are as follows:

• PreserVision, an eye vitamin
• CeraVe, for skin treatment
• ReNu Multiplus, for lubrication of contact lenses
• Biotrue, an eye lubricant
• Ocuvite, an eye vitamin
• Boston, for cleaning of contact lenses
• Artelac, to treat dry eyes

History

In 1994, ICN Pharmaceuticals Inc. merged with SPI Pharmaceuticals Inc., Viratek Inc. and ICN Biomedicals Inc. In 2003, ICN Pharmaceuticals Inc. changed its name to Valeant.

2006-2007

In 2006, Valeant received approval in the U.S. to market Cesamet (nabilone), a synthetic cannabinoid. The company also acquired the European rights to the drug for $14 million.

2008

In 2008, the Swedish pharmaceutical company Meda AB bought Western and Eastern Europe branches from Valeant for $392 million. In September 2008, Valeant acquired Coria Laboratories for $95 million. In November 2008, Valeant acquired DermaTech for $12.6 million.

2009

In January 2009, Valeant acquired Dow Pharmaceutical Sciences for $285 million. In July 2009, Valeant announced its acquisition of Tecnofarma, a Mexican generic drug company. In December 2009, Valeant announced its Canadian subsidiary would acquire Laboratoire Dr. Renaud, for C$23 million.

2010

In March 2010, Valeant announced its acquisition of a Brazilian generics and over the counter company for $28 million and manufacturing plant for a further $28 million. In April 2010, Valeant announced that its Canadian subsidiary would acquire Vital Science Corp. for C$10.5 million. In May 2010, Valeant acquired Aton Pharmaceuticals for $318 million. On September 28, 2010, Valeant was purchased by Biovail. The company retained the Valeant name and retained J. Michael Pearson as CEO, but was incorporated in Canada and temporarily kept Biovail's headquarters.

2011

In February 2011, Valeant acquired PharmaSwiss S.A. for €350 million. In March 2011, an attempt to buy drugmaker Cephalon Inc. for $5.7 billion was unsuccessful. In May 2011, former Biovail Corporation Chairman and CEO Eugene Melnyk was banned from senior roles at public companies in Canada for five years and penalized to pay $565,000 by the Ontario Securities Commission. In the year before the merger with Valeant, Melnyk had settled with the United States Securities and Exchange Commission (SEC), and agreed to pay a civil penalty of $150,000 after having previously paid $1 million to settle other claims with the SEC. In July 2011, Valeant acquired Ortho Dermatologics from Janssen Pharmaceuticals for $345 million. The acquisition included the products Retin-A Micro, Ertaczo, and Renova, also known as tretinoin. In August 2011, Valeant acquired 87.2% of the outstanding shares of Sanitas Group for €314 million. In December 2011, Valeant acquired iNova for A$625 million with additional milestone payments of up to A$75 million. In December 2011, Valeant acquired Dermik, a dermatology unit of Sanofi.

2012

In January 2012, Valeant acquired Brazilian sports nutrition company Probiotica for R$150 million. In February 2012, Valeant acquired ophthalmic biotechnology company, Eyetech Inc. In April 2012, Valeant acquired Pedinol. In April 2012, Valeant acquired assets from Atlantis Pharma in Mexico for $71 million. In May 2012, Valeant acquired AcneFree for $64 million plus milestone payments. In June 2012, Valeant acquired OraPharma for approximately $312 million with up to $144 million being paid in milestone payments. In August 2012, Valeant agreed to buy skin-care company Medicis Pharmaceutical for $2.6 billion.

2013

In January 2013, Valeant acquired the Russian company Natur Produkt for $163 million. In March 2013, Valeant acquired Obagi Medical Products, Inc. In May 2013, the company acquired Bausch & Lomb from Warburg Pincus for $8.7 billion in a move to dominate the market for specialty contact lenses and related products.

2014

In January 2014, Valeant acquired Solta Medical for approximately $250 million. In May 2014, Nestle acquired the commercial rights to sell Valeant's filler and toxin products for $1.4 billion. In July 2014, Valeant acquired PreCision Dermatology Inc for $475 million, a deal aimed at strengthening the firm’s skin products business. Along with hedge fund manager Bill Ackman, Valeant made a bid to acquire Allergan; however, in November 2014, Allergan announced that it would be acquired by Actavis in a $66 billion transaction.

2015

On April 1, 2015, Valeant completed the purchase of gastrointestinal treatment drug developer Salix Pharmaceuticals for $14.5 billion after outbidding Endo Pharmaceuticals. In July 2015, the company announced it would acquire Mercury (Cayman) Holdings, the holding company of Amoun Pharmaceutical, one of Egypts largest drugmakers, for $800 million. In August 2015, Valeant said it would purchase Sprout Pharmaceuticals Inc for $1 billion, a day after Sprout received approval to market the women's libido drug Addyi. In September 2015, Valeant licensed psoriasis drug Brodalumab from AstraZeneca for up to $445 million. In September 2015, the company announced its intention to acquire eye surgery product manufacturer, Synergetics USA, for $192 million in order to strengthen the company's Bausch & Lomb division. In October 2015, the company's Bausch & Lomb division acquired Doctor's Allergy Formula for an undisclosed sum.

In 2015, Glass Lewis, a proxy advisory firm, called the $3 billion in compensation received by J. Michael Pearson "excessive".

2016

In February 2016, Valeant disclosed that it was under investigation by the U.S. Securities and Exchange Commission, and by the U.S. Attorney's Offices for the Southern District of New York.

The company has been criticized for pioneering the highly lucrative business model of acquiring pharmaceutical companies or their drugs, incorporating these drugs into Valeant's sales and supply chain and then raising the prices of these medications to levels contemporaneous with similar pharmaceutical products. From 2015 to 2016 Valeant shares plummeted 85 percent with stocks that were over $200 in 2015, now worth c. $36. Large hedge funds such as Bill Ackman's Pershing Square Capital Management, Paulson & Company, Viking Global Investors and Brahman Capital lost billions in what has been described as hedge fund herding by Cornell University professor Andrew Karolyi. In early 2015, hedge funds owned about 23 percent of Valeant shares. By April 2016, the market value of hedge fund holdings in Valeant had fallen by $7.3 billion. However, hedge fund herding continues to incite hedge fund portfolio manager's to continue to buy Valeant shares. Between August 2015 and April 2016 Valeant's shares fell 80 per cent. In their 2015 annual report filed on April 29, 2016 Valeant "Valeant said that it is the "subject of investigations" by the Securities and Exchange Commission, the U.S. Attorney’s Offices in Massachusetts and New York, the state of Texas, the North Carolina Department of Justice, the Senate’s Special Committee on Aging and the House’s Committee on Oversight and Reform, and has received document requests from the Autorite de Marches Financiers in Canada and the New Jersey State Bureau of Securities." On April 27, 2016 Bill Ackman, J. Michael Pearson and Howard Schiller appeared before the United States Senate Special Committee on Aging to answer to concerns about the repercussions for patients and the health care system faced with Valeant's business model.

In March 2016, the board of directors said that CEO J. Michael Pearson would be leaving the company as soon as a replacement CEO is found and that investor Bill Ackman would be added as a director.

Acquisition history

Click on 'show' or tap to reveal an illustration of the company's mergers, acquisitions, spin-offs and historical predecessors):

Valeant Pharmaceuticals

Valeant Pharmaceuticals (Acq 2010) Formed from the merger of ICN Pharmaceuticals, ICN Biomedicals, SPI Pharmaceuticals & Viratek. Biovail Acquired Valeant in 2010 and renamed itself Valeant. Aton Pharmaceuticals (Acq 2010) Vital Science Corp (Acq 2010) Laboratoire Dr. Renaud (Acq 2009) Tecnofarma (Acq 2009) Dow Pharmaceutical Sciences Inc (Acq 2009) DermaTech (Acq 2009) Coria Laboratories Ltd Xcel Pharmaceuticals (Acq 2005) Biovail Prestwick Pharmaceuticals (Acq 2008) Pharma PASS (Acq 2002) Fuisz Technologies Ltd (Acq 1999) Medicis Pharmaceutical (Acq 2012) Ucyclyd Pharma (Acq 1999) GenDerm Corporation (Acq 1997) PharmaSwiss S.A. (Acq 2011) Sanitas Group (Acq 2011) iNova (Acq 2011) Dermik (Acq 2011) Probiotica Laboratorios Ltda (Acq 2012) Eyetech Inc (Acq 2012) Pedinol (Acq 2012) OraPharma (Acq 2012) Natur Produkt (Acq 2013) Obagi Medical Products Inc (Acq 2013) Bausch & Lomb (Acq 2013) Solta Medical Inc (Acq 2014) PreCision Dermatology (Acq 2014) Salix Pharmaceuticals (Acq 2015) Dendreon (Acq 2015) Amoun Pharmaceutical (Acq 2015) Sprout Pharmaceuticals Inc (Acq 2015) Synergetics USA (Acq 2015) Doctor's Allergy Formula (Acq 2015)

Controversies

Ribavirin withdrawal

On December 31, 2014 Valeant enacted a voluntary nationwide recall of Ribavirin after one lot of the drug was affected by microbial contamination.

Business model of acquisitions and subsequent price increases

An important part of the growth strategy for Valeant has been acquisitions of medical and pharmaceutical companies and subsequent price increases for their products. As a result of this strategy, smaller pharmaceutical companies refocused away from research and development towards serial acquisitions of existing technologies, more aggressive marketing and rapid price increases to enhance growth. Valeant's strategy of exponential price increases on life-saving medicines has been described by Berkshire Hathaway vice chairman Charlie Munger as "deeply immoral" and "similar to the worst abuses in for-profit education." This strategy has also attracted negative attention of regulators in the United States particularly after the publication in the New York Times of an article by Andrew Pollack on price gouging of specialty drugs.

2015 drug price inflation controversy

In September 2015, an influential group of politicians criticized Valeant on its pricing strategies". The company raised prices on all its brand name drugs 66% in 2015, five times more than its closest industry peer. The cost of Valeant flucytosine is 10,000% higher in the United States than in Europe. In late September 2015 members of The United States House Committee on Oversight and Government Reform urged the Committee to subpoena Valeant for their documents regarding the sharp increases in the price of "two heart medications it had just bought the rights to sell: Nitropress and Isuprel. Valeant raised the price of Nitropress 212% and Isuprel 525%". Much of the criticism relates to price increases Valeant has made to drugs it acquired the rights to through mergers and acquisitions. New York Times columnist Joe Nocera claimed that Valeant CEO J. Michael Pearson's "plan was to acquire pharmaceutical companies, fire most of their scientists and jack up the price of their drugs".

After Valeant acquired Salix Pharmaceuticals in 2015, it raised the price of the diabetes pill Glumetza about 800%.

Valeant’s heart drugs Nitropress and Isuprel increased in price by over 210% and 520% each the day that Valeant acquired the rights to sell them.

A New York Times article on October 4, 2015 stated that:

"Valeant is known for buying companies and laying off their employees to achieve savings, while accumulating a debt of about $30 billion. It spends an amount equivalent to only 3% of its sales on research and development, which it views as risky and inefficient compared with buying existing drugs. Traditional big drug companies spend 15 to 20% of sales on research and development. Valeant also pays extremely low taxes because it is officially based in Canada, although Mr. Pearson operates from New Jersey."

— New York Times October 4, 2015

Although it did not specifically mention Valeant, a quote on Twitter by Hillary Clinton stated: "Price gouging like this in the specialty drug market is outrageous. Tomorrow I’ll lay out a plan to take it on."

By October 2015 Valeant had received subpoenas from the U.S. Attorney's Office for the District of Massachusetts and the United States Attorney for the Southern District of New York in regards to an investigation on Valeant's "drug pricing, distribution and patient assistance program."

The House oversight committee requested documents from Valeant amid public concern around drug prices.

Philidor

On October 21, 2015, Citron Research, controlled by Andrew Left, a short seller of Valeant shares, claimed that Valeant recorded false sales of products to specialty pharmacy Philidor Rx Services and its affiliates. These specialty pharma companies were controlled by Valeant and allegedly resulted in the improper booking of revenue.

In addition, by controlling the pharmacy services offered by Philidor, Valeant allegedly steered Philidor's customers to expensive drugs sold by Valeant. One alleged practice entailed Valeant employees directly managing Philidor's business operations while posing as Philidor employees and with all written communication under fictitious names.

Valeant responded that the allegations by Citron Research were "erroneous."

On October 30, 2015, Valeant said that it would cut ties with Philidor in response to allegations of aggressive billing practices.

Walgreens Boots Alliance Inc, owner of Walgreens, took over distribution for Valeant.

Rigid contact-lens monopoly investigation

In October 2015, the Federal Trade Commission began an investigation into Valeant's increasing control of the production of rigid gas permeable contact lenses. Valeant's acquisition of Bausch & Lomb in 2013, and Paragon Vision Services in 2015, is alleged to have given the company control of over 80% of the production pipeline for hard contact lenses. A series of unilateral price increases beginning in Fall 2015 spurred the FTC's investigation.