Valeant Pharmaceuticals International
$240,000,000 3.0% Convertible Subordinated Notes due 2010
This prospectus supplement relates to the resale by various selling securityholders of $240,000,000 aggregate principal amount of our 3.0% convertible subordinated notes due 2010, $240,000,000 aggregate principal amount of our 4.0% convertible subordinated notes due 2013 and shares of our common stock into which the notes are convertible. This prospectus supplement may only be delivered or used in connection with our prospectus dated August 6, 2004. Our common stock is quoted on the New York Stock Exchange under the symbol VRX.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus Supplement No. 3 dated September 13, 2004.
The information appearing in the following table supplements or supersedes (where the name of the selling securityholder appears in our prospectus or any supplement thereto) in part the information in the table under the heading Selling Securityholders in our prospectus (as amended by any previous prospectus supplement) and was provided by or on behalf of the selling securityholders.
Principal Amount of | Percentage of | ||||||||||||||||
Notes Beneficially | Principal Amount of | Number of Shares of | Common | ||||||||||||||
Owned Prior to | Notes Offered by | Common Stock That | Stock | ||||||||||||||
Name of Selling Securityholder(1) | This Offering | This Prospectus | May Be Sold(2) | Outstanding | |||||||||||||
3.0% convertible subordinated notes due 2010 (CUSIP No. 91911XAA2) | |||||||||||||||||
Advisory Convertible Arbitrage Fund (I) L.P.
|
$ | 0 | $ | 0 | 0 | 0 | % | ||||||||||
DBAG/ London
|
35,000,000 | 35,000,000 | 1,107,176 | 1.30 | % | ||||||||||||
Geode U.S. Convertible Arbitrage Fund (a
segregated account of Geode Capital Master Fund Ltd.)
|
1,000,000 | 1,000,000 | 31,633 | * | |||||||||||||
Global Bermuda Limited Partnership
|
1,300,000 | 1,300,000 | 41,123 | * | |||||||||||||
Lakeshore International, Ltd.
|
5,200,000 | 5,200,000 | 164,494 | * | |||||||||||||
Pacific Life Insurance Company
|
250,000 | 250,000 | 7,908 | * | |||||||||||||
Radcliffe SPC, Ltd (for and on behalf of the
Class A Convertible Crossover Segregated Portfolio)
|
10,075,000 | 10,075,000 | 318,708 | * | |||||||||||||
All other holders of 3.0% convertible
subordinated notes due 2010 or shares of common stock issued on
conversion of such notes and future transferees, pledgees,
donees, and successors thereof(3)
|
$ | 11,039,000 | $ | 11,039,000 | 349,203 | * | |||||||||||
4.0% convertible subordinated notes due 2013
(CUSIP No. 91911XAC8)
|
|||||||||||||||||
Barclays Global Investors Diversified Alpha Plus
Funds
|
$ | 1,157,000 | $ | 1,157,000 | 36,600 | * | |||||||||||
Credit Suisse First Boston LLC
|
3,900,000 | 3,900,000 | 123,371 | * | |||||||||||||
Delta Air Lines Master Trust CV
|
705,000 | 705,000 | 22,301 | * | |||||||||||||
Delta Pilots Disability & Survivorship
Trust CV
|
345,000 | 345,000 | 10,913 | * | |||||||||||||
Forest Fulcrum Fund LP
|
131,000 | 131,000 | 4,144 | * | |||||||||||||
Forest Multi-Strategy Master Fund SPC (on behalf
of its Multi-Strategy Segregated Portfolio)
|
1,006,000 | 1,006,000 | 31,823 | * | |||||||||||||
HFR CA Global Opportunity Master Trust
|
1,530,000 | 1,530,000 | 48,399 | * | |||||||||||||
HFR RVA Select Performance Master Trust
|
174,000 | 174,000 | 5,504 | * | |||||||||||||
HighBridge International LLC
|
14,000,000 | 14,000,000 | 442,870 | * | |||||||||||||
KBC Financial Products USA Inc.
|
6,550,000 | 6,550,000 | 207,200 | * | |||||||||||||
LLT Limited
|
425,000 | 425,000 | 13,444 | * | |||||||||||||
Lyxor/ Forest Fund Limited
|
3,809,000 | 3,809,000 | 120,492 | * | |||||||||||||
Motion Picture Industry Health Plan
Active Member Fund
|
40,000 | 40,000 | 1,265 | * | |||||||||||||
Motion Picture Industry Health Plan
Retiree Member Fund
|
35,000 | 35,000 | 1,107 | * | |||||||||||||
OCM Convertible Trust
|
2,030,000 | 2,030,000 | 64,216 | * | |||||||||||||
Pacific Life Insurance Company
|
200,000 | 200,000 | 6,326 | * | |||||||||||||
Partner Reinsurance Company Ltd.
|
645,000 | 645,000 | 20,403 | * | |||||||||||||
Sphinx Convertible Arbitrage SPC
|
1,650,000 | 1,650,000 | 52,195 | * | |||||||||||||
State Employees Retirement Fund/ State of Delaware
|
885,000 | 885,000 | 27,995 | * | |||||||||||||
UBS AG London Branch
|
28,000,000 | 28,000,000 | 885,740 | 1.04 | % | ||||||||||||
Vanguard Convertible Securities Fund, Inc.
|
8,920,000 | 8,920,000 | 282,171 | * | |||||||||||||
Xavex Convertible Arbitrage 4 Fund
|
240,000 | 240,000 | 7,592 | * | |||||||||||||
Zurich Institutional Benchmarks Master Fund Ltd.
|
1,378,000 | 1,378,000 | 43,591 | * | |||||||||||||
All other holders of 4.0% convertible
subordinated notes due 2013 or shares of common stock issued on
conversion of such notes and future transferees, pledgees,
donees, and successors thereof(3)
|
$ | 40,363,000 | $ | 40,363,000 | 1,276,827 | 1.50 | % | ||||||||||
* | Less than 1%. |
(1) | Information concerning the selling securityholders may change from time to time. Any such changed information will be set forth in amendments or supplements to our prospectus dated August 6, 2004, if and when required. |
(2) | Unless otherwise indicated, includes all shares of common stock issuable upon conversion of the notes and assumes a conversion rate of 31.6336 shares for each $1,000 principal amount of notes and a cash payment in lieu of any fractional share. However, this conversion rate will be subject to adjustment as described under Description of the Notes Conversion Rate Adjustments. As a result, the number of shares of common stock offered hereby may increase or decrease in the future. Also assumes that the notes are convertible immediately. As described above under Description of the Notes Conversion of Notes, the notes are convertible only in specified circumstances. |
(3) | Information concerning other selling securityholders will be set forth in amendments or supplements to our prospectus dated August 6, 2004, if required. |
The following information supplements in part the information under the heading Plan of Distribution in our prospectus and was provided by or on behalf of the selling securityholders:
(A) The following selling securityholder is a registered broker-dealer that obtained its notes other than as compensation for services: Forest Fulcrum Fund LP. As a result, it is deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act.
(B) The following selling securityholders are affiliates of registered broker-dealers: AG Domestic Convertibles, L.P., DBAG/ London, and UBS AG London Branch. These selling securityholders have represented to us that they purchased their notes in the ordinary course of business and at the time of the purchase had no agreements or understandings to distribute the notes or the common stock into which the notes are convertible.