VALEANT announces CEO Succession Plan
and Changes to Board of Directors
Initiates Search for New CEO; J. Michael Pearson to
Remain as CEO Until Successor is Named
William
A. Ackman Joins Board of Directors; Katharine B. Stevenson Steps Down from
Board
Ad Hoc
Committee Review of Accounting and Financial Reporting Matters Nearing Completion
Valeant
Plans Restatement Based on Previously Announced Misstatements
Valeant
Explains Circumstances that Resulted in Delay in the Filing of 10-K
LAVAL, Quebec, March 21, 2016 /PRNewswire/ -- Valeant
Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) today announced that
it has initiated a search for a new chief executive officer, appointed William
A. Ackman to its board of directors, and provided an update on certain
accounting and financial reporting matters.
CEO Search
Valeant today announced that the board has initiated a
search to identify a candidate to succeed J. Michael Pearson as chief executive
officer. Mr. Pearson will continue to serve as CEO and a director until his
replacement is appointed.
Robert Ingram, chairman of the board, stated,
"While the past few months have been difficult, Valeant has a collection
of leading brands, valuable franchises and great people, and I am confident
that the company will be able to rebuild its reputation and thrive under new
leadership. We thank Mike for his dedicated service to Valeant and for agreeing
to stay on until we conclude our search. As a colleague and a friend he will be
missed, and we wish him the best for the future."
"It's been a privilege to lead Valeant for the
past eight years," said J. Michael Pearson, chief executive officer.
"While I regret the controversies that have adversely impacted our
business over the past several months, I know that Valeant is a strong and
resilient company, and I am committed to doing everything I can to ensure a
smooth transition to new leadership."
Changes to Board of Directors
Valeant today announced that William A. Ackman, CEO of
Pershing Square Capital Management, L.P., will join its board of directors,
effective immediately. Mr. Ackman, whose firm has a 9.0% stake in Valeant, will
join Pershing Square's Vice Chairman, Stephen Fraidin, on the board. As
the maximum size of Valeant's board currently is fixed at 14 directors,
Katharine B. Stevenson voluntarily resigned from the Board to create a vacancy
to permit Mr. Ackman's appointment. The Board requested that former chief
financial officer Howard Schiller tender his resignation as a director, but Mr.
Schiller has not done so.
Robert Ingram, chairman of the board said, "We
look forward to Bill Ackman's perspective and contributions as a new member of
our board and one of Valeant's largest shareholders. The Board thanks our
valued colleague, Kate, for her service on our Board and for voluntarily
offering to step down in order to allow Bill Ackman to join the Board."
William A. Ackman, CEO of Pershing Square, said,
"I am looking forward to working with the board to identify new leadership
for Valeant. The company's large scale and dominant franchises in eye
care, dermatology, GI, and other therapeutic areas coupled with its
extraordinarily low valuation present a spectacular opportunity for a
world-class health care executive. On behalf of all shareholders, we are
extremely appreciative of Valeant employees' hard work and commitment during
this challenging time for the company."
Accounting and Financial Reporting Update
As previously disclosed, on February 22, 2016, based
on the work of an ad hoc committee of the Board (the "Ad Hoc
Committee") established to review allegations regarding the company's
relationship with Philidor and related matters, as well as additional work and
analysis by the company, the company preliminarily determined that
approximately $58 million in net revenue relating to sales to Philidor in the
second half of 2014 should not have been recognized upon delivery of product to
Philidor.
Management of the company, the Audit and Risk
Committee (the "Committee") and the Board have concluded that the
company's audited financial statements for the year ended, and unaudited
financial statements for the quarter ended, December 31, 2014 included in the
company's Annual Report on Form 10-K and the unaudited financial statements
included in the company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2015 should no longer be relied upon due to the misstatements
described in the company's Form 8-K filed today. In addition, due to the fact
that the first quarter 2015 results are included within the financial results
for the six-month period included in the Quarterly Report on Form 10-Q for the
period ended June 30, 2015 and the financial results for the nine-month period
included in the Quarterly Report on Form 10-Q for the period ended September
30, 2015, management, the Committee and the Board have concluded that the
financial statements for such six-month and nine-month periods reflected in
those Quarterly Reports should no longer be relied upon.
The company is in the process of restating the
affected financial statements and the restated financial statements will
be included in the company's Annual Report on Form 10-K for the year ended
December 31, 2015, which the company intends to file with the Securities and
Exchange Commission and the Canadian Securities Regulators on or before April
29, 2016. The company believes that after giving effect to the restatement, it
will have remained in compliance with all of the financial maintenance
covenants in its credit facility at the end of each affected quarterly period.
Robert Ingram, chairman of the board and chair of the
Ad Hoc Committee stated, "Over the past five months, the Ad Hoc Committee
has worked closely with our independent advisors to conduct a comprehensive
review of Philidor and related matters. While the Ad Hoc Committee is still
reviewing certain accounting related items, and has identified certain concerns
related to those items with respect to the tone of the organization, it has not
identified any additional items affecting the financial statements to
date."
Impact
of Misstatements
As described in the company's Form 8-K filed today,
the company has identified misstatements to date that would reduce previously
reported fiscal year 2014 revenue by approximately $58 million, net income
attributable to Valeant by approximately $33 million, and basic and diluted
earnings per share by $.09. A substantial part of the earnings impact of these
misstatements will reverse in the first quarter of 2015. The company has
identified misstatements in the first quarter of 2015, consisting primarily of
the reversing effect on earnings of the 2014 misstatements, which would reduce
revenue by approximately $21 million (timing of recognition of managed care rebates),
increase net income attributable to Valeant by approximately $24 million and
increase basic and diluted earnings per share by $.07. These adjustments
are preliminary, unaudited and subject to change.
Fuente: VALEANT Investor Relations
Haciendo click en cada uno de los links siguientes, Contenidos de nuestros
TALLERES DE CAPACITACIÓN IN COMPANY, "A MEDIDA"
de las necesidades de su Organización,
y aplicados específicamente al SECTOR SALUD Y FARMA:
- Curso Taller ¿Cómo INCORPORAR y APLICAR Modelos de PENSAMIENTO ESTRATÉGICO en la Organización? 2016-2017:
- http://medinacasabella.blogspot.com.ar/2015/08/capacitacion-in-company-2015-curso.html
- Curso Taller de PLANEAMIENTO ESTRATÉGICO - Recetas Eficientes para Escenarios Turbulentos 2016-2017:
- http://medinacasabella.blogspot.com.ar/2015/08/capacitacion-in-company-2015-2016-curso.html
- Curso Taller ¿Cómo GERENCIAR EFICIENTEMENTE a partir del MANAGEMENT ESTRATÉGICO? 2016-2017:
- http://medinacasabella.blogspot.com.ar/2015/08/capacitacion-in-company-2015-2016-curso_98.html
- Curso Taller ¿Cómo GERENCIAR PROCESOS DE CAMBIO y no sufrir en el intento? 2016-2017:
- http://medinacasabella.blogspot.com.ar/2015/08/capacitacion-in-company-2015-2016-curso_56.html
- Curso Taller de LIDERAZGO TRANSFORMACIONAL y TOMA DE DECISIONES 2016-2017:
- http://medinacasabella.blogspot.com.ar/2015/08/capacitacion-in-company-2015-2016-curso_76.html
Consultas al mail: medinacasabella@gmail.com
ó al TE: +5411.3532.0510
.·. Miguel Ángel MEDINA CASABELLA, MSM, MBA, SMHS .·.
Especialista en Management Estratégico, Gestión del Cambio e Inversiones
Representante de The George Washington University en Foros y Ferias de LatAm desde 2001
Representante de The George Washington University Medical Center para los Países de LatAm desde 1996
Ex Director Académico y Profesor de Gestión del Cambio del HSML Program para LatAm en GWU School of Medicine & Health Sciences (Washington DC)
CEO, MANAGEMENT SOLUTIONS GROUP LatAm
EMail: medinacasabella@gmail.com
TE Oficina: ( 0054) 11 - 3532 - 0510
TE Móvil (Local): ( 011 ) 15 - 4420 - 5103
TE Móvil (Int´l): ( 0054) 911 - 4420 - 5103
Skype: medinacasabella
MANAGEMENT SOLUTIONS GROUP LatAm ©
(medinacasabella@gmail.com; +5411-3532-0510)
es una Consultora Interdisciplinaria cuya Misión es proveer
soluciones integrales, eficientes y operativas en todas las áreas vinculadas a:
Estrategias Multiculturales y Transculturales, Organizacionales y Competitivas,
Management Estratégico,
Gestión del Cambio,
Marketing Estratégico,
Inversiones,
Gestión Educativa,
Capacitación
de Latino América (LatAm), para los Sectores:
a) Salud, Farma y Biotech,
b) Industria y Servicios,
c) Universidades y Centros de Capacitación,
d) Gobierno y ONGs.
