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Bausch Health to acquire Synergy Pharmaceuticals

Bausch Health Cos. Inc. is acquiring Synergy Pharmaceuticals Inc. for about $200 million in cash plus assumed liabilities.

Under the agreement, Bausch will purchase all of Synergy's assets, including all rights to flagship product Trulance, dolcanatide and related intellectual property. The consideration is subject to certain adjustments at closing.

Trulance, also known as plecanatide, is used to treat irritable bowel syndrome with constipation and constipation with unknown causes. Dolcanatide is intended for treating ulcerative colitis, an inflammatory bowel disease.

Bausch Health Chairman and CEO Joseph Papa said Trulance will enhance the Salix Pharmaceuticals Ltd. business, complementing Xifaxan, also called rifaximin. The medicine is used to treat irritable bowel syndrome with diarrhea and to reduce the risk of overt hepatic encephalopathy, a syndrome observed in patients with cirrhosis.

Canada-based Bausch Health, which develops gastrointestinal, eye and dermatological therapies, said it does not require any financing to complete the acquisition.

To facilitate the sale and address its debt obligations, Synergy filed a voluntary petition for reorganization under Chapter 11 of the U.S. Code with the U.S. Bankruptcy Court for the Southern District of New York. Bausch Health will serve as the "stalking horse" bidder in a court-supervised auction and sale process.

"Unfortunately, we have now reached a point where our financial challenges are preventing us from taking this important work to the next level," Synergy CEO Troy Hamilton said.

New York-based Synergy has entered into a binding term sheet with its existing first lien lenders for debtor-in-possession financing of $155 million, comprised of $110 million of roll-up pre-petition loan obligations and $45 million of new money loans to support operations during the Chapter 11 and sale process.

If Bausch Health's bid is successful, the transaction is expected to close in the first quarter of 2019, subject to closing conditions and bankruptcy court approval.

Skadden Arps Slate Meagher & Flom LLP, Sheppard Mullin Richter & Hampton LLP, Centerview Partners and FTI Consulting serve as advisers to Synergy in the transaction. Wachtell Lipton Rosen & Katz served as legal adviser to Bausch Health.