Bausch Health chair increases stake; directors resign

Executive Summary

• Paulson Capital Inc. and its affiliates have acquired the net long position of 34,721,118 common shares previously held by Carl C. Icahn and his affiliates (Icahn Group), increasing their beneficial ownership to approximately 19.13% of Bausch Health Companies Inc.
• The director appointment and nomination agreement between Bausch Health and the Icahn Group, dated Feb. 23, 2021, has terminated because the Icahn Group's net long position fell below the specified threshold.
• In connection with the termination of the agreement, Brett M. Icahn and Steven D. Miller have resigned from the board of directors.

Key Details

• Shareholder Acquisition: Paulson Capital Inc. and certain affiliates and managed funds acquired the net long position of 34,721,118 common shares from Carl C. Icahn and his affiliates (Icahn Group).
• Ownership Percentage: Paulson Capital and affiliates beneficially own approximately 19.13% of the company's outstanding common shares as of the date of the release.
• Agreement Termination: The director appointment and nomination agreement dated Feb. 23, 2021, between Bausch Health and the Icahn Group terminated pursuant to its terms due to the Icahn Group's shareholding falling below the specified threshold.
• Board Resignations: Brett M. Icahn and Steven D. Miller resigned from the board of directors.
• Company Stance: The company stated it is not a party to any agreement or arrangement with Paulson Capital or the Icahn Group in connection with these transactions.
• New Board Chair: John A. Paulson is identified as the chairperson of the Bausch Health board.

Notable Quotes

• "I believe there is significant value in Bausch Health and am confident in the company's efforts to maximize shareholder value. I am excited about the underlying business prospects in both Bausch Health and its subsidiary, Bausch + Lomb Corp.," John A. Paulson, chairperson of the Bausch Health board.
• "I also want to thank Brett and Steven for their dedication and valuable contributions to the company."