| Item 7.01. | Regulation FD Disclosure. |
Bausch + Lomb Corporation (the “Company”) is filing this Current Report on Form 8-K to provide certain historical and pro forma financial information with respect to its proposed acquisition of XIIDRA® (lifitegrast ophthalmic solution) and certain other ophthalmology assets from Novartis Pharma AG and Novartis Finance Corporation (collectively, “Novartis” and such assets, the “Acquired Assets”). As previously disclosed, on June 30, 2023, a wholly owned subsidiary of the Company, Bausch + Lomb Ireland Limited (“Buyer”), entered into a definitive agreement with Novartis to acquire the Acquired Assets and assume certain liabilities from Novartis (collectively, the “Acquisition”) related to Novartis’s front-of-eye ophthalmology franchise, and, solely for purposes of guaranteeing certain obligations of Buyer under the definitive agreement, the Company. The closing of the Acquisition is expected to occur at or around the end of September 2023, subject to customary closing conditions.
Included in this Current Report on Form 8-K are (i) the audited abbreviated financial statements of the Acquired Assets as of and for the years ended December 31, 2022 and 2021 and (ii) the unaudited interim abbreviated financial statements of the Acquired Assets as of and for the six months ended June 30, 2023 and 2022. The foregoing are furnished as Exhibits 99.1 and 99.2, respectively.
The Company is also furnishing the unaudited pro forma condensed combined financial information and explanatory notes as of June 30, 2023, and for the six months ended June 30, 2023, and 2022, and for the year ended December 31, 2022, which give effect to the acquisition of the Acquired Assets and the anticipated financing in respect thereof, as more fully set forth in such pro forma financial information. The unaudited pro forma condensed combined financial information, and the notes related thereto, are furnished as Exhibit 99.3.
The information furnished under this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed incorporated by reference into any other filing with the U.S. Securities Exchange Commission made by the Company.
| Item 9.01. | Financial Statements and Exhibits. |
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements, which include statements related to the Acquisition including the timing and anticipated financing thereof, the entry into a transition agreement and the anticipated results thereof, and may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “will,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in Bausch + Lomb’s filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators (including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and its most recent quarterly filings), which factors are incorporated herein by reference.
