Bausch Health signs stalking horse agreement to buy Synergy Pharmaceuticals

Synergy filed a voluntary petition for reorganization under Chapter 11 of the U.S. Code (the Bankruptcy Code) with the US Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) earlier.

Under the terms of the agreement, and subject to Bankruptcy Court approval, Bausch Health will serve as the “stalking horse” bidder in a court-supervised auction and sale process, which Synergy will conduct pursuant to Section 363 of the Bankruptcy Code.

Synergy is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. Synergy’s flagship product, TRULANCE (plecanatide) is a once-daily tablet approved for adults with chronic idiopathic constipation (CIC) and irritable bowel syndrome with constipation (IBS-C).

Bausch Health chairman and CEO Joseph Papa said: “The acquisition of the assets of Synergy will enhance our Salix Pharmaceuticals business. We believe TRULANCE is a natural complement to XIFAXAN (rifaximin), and with the scale and strength of our sales footprint in GI and primary care, our Salix team will be able to offer physicians and patients multiple treatment options that span the types of irritable bowel syndrome.

“As part of our transformation strategy, we will continue to seek strategic bolt-on opportunities that we believe will help drive long-term growth in our core businesses and for the Company.”

Under the terms of the definitive “stalking horse” agreement, Bausch Health (through its affiliate) has agreed to acquire most of Synergy’s assets, including intellectual property, customer and vendor contracts, accounts receivable and goodwill, free and clear of liabilities except certain expressly assumed liabilities.

Additionally, Bausch Health has committed to make employment offers to a number of the sales and commercial employees of Synergy. As part of the sale process, Bausch Health’s bid is subject to higher or better offers, as other interested parties will have an opportunity to submit competing bids.

Bausch Health does not require any financing to complete the acquisition. If Bausch Health’s bid is successful, the transaction is expected to close in the first quarter of 2019, subject to customary closing conditions and approval of the Bankruptcy Court.

XIFAXAN (rifaximin) 550 mg tablets are indicated for the treatment of irritable bowel syndrome with diarrhea (IBS-D) in adults and for the reduction in risk of overt hepatic encephalopathy (HE) recurrence in adults.

Source: Company Press Release