Biovail’s Merger Agreement with Valeant

On June 21, 2010, Valeant Pharmaceuticals International and Biovail Corporation announced that they have entered into a merger-of-equals transaction. Cravath represented Biovail in connection with this transaction. Upon completion of the merger, which is expected to occur before the end of the year, Biovail stockholders will own approximately 50.5 percent and Valeant stockholders will own approximately 49.5 percent of the shares of the combined company on a fully diluted basis. Valeant stockholders also will receive a one-time special cash dividend of $16.77 per share immediately prior to closing of the merger. It is anticipated that the combined company will pay an additional one-time $1.00 per share dividend to all stockholders of the new combined entity by December 31, 2010. The transaction is subject to approval by Valeant and Biovail stockholders and the satisfaction of customary closing conditions and regulatory approvals.

The Cravath team included partner Erik R. Tavzel and associates Aaron Gruber, Adam D. Rosenthal, Michael E. Mariani and Robert J. Stein on corporate matters; partner George E. Zobitz and senior attorney Christopher J. Kelly on banking & finance matters; partner Michael L. Schler and associates Christopher K. Fargo and Matthew Y. Lau on tax matters; partner Eric W. Hilfers and associates Lori Diamond Goodman and Matthew Cantor on executive compensation and benefits matters; and partner Karin A. DeMasi on antitrust matters.