Valeant Begins Search for New CEO; Adjusts Board
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Valeant Pharmaceuticals International, Inc. has initiated a search for a new chief executive officer, appointed William A. Ackman to its board of directors, and provided an update on certain accounting and financial reporting matters.

Valeant reports that its board has initiated a search to identify a candidate to succeed J. Michael Pearson as chief executive officer (CEO). Mr. Pearson will continue to serve as CEO and a director until his replacement is appointed. Mr. Pearson had returned to his position of CEO in late February 2016 following his recovery from severe pneumonia and other health complications.

Valeant also announced that William A. Ackman, CEO of Pershing Square Capital Management, L.P., will join its board of directors, effective immediately. Mr. Ackman, whose firm has a 9.0% stake in Valeant, will join Pershing Square’s Vice Chairman, Stephen Fraidin, on the board. As the maximum size of Valeant’s board currently is fixed at 14 directors, Katharine B. Stevenson voluntarily resigned from the board to create a vacancy to permit Mr. Ackman’s appointment. The board requested that former chief financial officer Howard Schiller tender his resignation as a director, but Mr. Schiller has not done so. Valeant today announced that William A. Ackman, CEO of Pershing Square Capital Management, L.P., will join its board of directors, effective immediately. Mr. Ackman, whose firm has a 9.0% stake in Valeant, will join Pershing Square’s Vice Chairman, Stephen Fraidin, on the board. As the maximum size of Valeant’s board currently is fixed at 14 directors, Katharine B. Stevenson voluntarily resigned from the Board to create a vacancy to permit Mr. Ackman’s appointment. The Board requested that former chief financial officer Howard Schiller tender his resignation as a director, but Mr. Schiller has not done so.

As previously disclosed, on February 22, 2016, based on the work of an ad hoc committee that the company’s board established to review allegations regarding the company’s relationship with Philidor and related matters, as well as additional work and analysis by the company, the company preliminarily determined that approximately $58 million in net revenue relating to sales to Philidor in the second half of 2014 should not have been recognized upon delivery of product to Philidor.

In addition, the management of the company, the Audit and Risk Committee, and the board have concluded that the company’s audited financial statements for the year ended, and unaudited financial statements for the quarter ended, December 31, 2014 included in the company’s Annual Report on Form 10-K and the unaudited financial statements included in the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 should no longer be relied upon due to the misstatements described in the company’s Form 8-K filed on March 21, 2016. In addition, due to the fact that the first quarter 2015 results are included within the financial results for the six-month period included in the Quarterly Report on Form 10-Q for the period ended June 30, 2015 and the financial results for the nine-month period included in the Quarterly Report on Form 10-Q for the period ended September 30, 2015, management, the committee, and the board have concluded that the financial statements for such six-month and nine-month periods reflected in those Quarterly Reports should no longer be relied upon.

The company is in the process of restating the affected financial statements and the restated financial statements will be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2015, which the company intends to file with the US Securities and Exchange Commission and the Canadian Securities Regulators on or before April 29, 2016. The company believes that after giving effect to the restatement, it will have remained in compliance with all of the financial maintenance covenants in its credit facility at the end of each affected quarterly period.

As a result of the restatement, management is continuing to assess the company’s disclosure controls and procedures and internal control over financial reporting. Management, in consultation with the committee, has concluded that one or more material weaknesses exist in the company’s internal control over financial reporting and that, as a result, internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2014 and disclosure controls and procedures were not effective as of March 31, 2015 and the subsequent interim periods in 2015 and that internal control over financial reporting and disclosure controls and procedures will not be effective at December 31, 2015.

“The improper conduct of the company’s former Chief Financial Officer and former Corporate Controller, which resulted in the provision of incorrect information to the Committee and the company’s auditors, contributed to the misstatement of results,” said the company in a statement. “In addition, as part of this assessment of internal control over financial reporting, the company has determined that the tone at the top of the organization and the performance-based environment at the company, where challenging targets were set and achieving those targets was a key performance expectation, may have been contributing factors resulting in the company’s improper revenue recognition.”

In connection with the Ad Hoc Committee’s work to date, certain remediation actions have been recommended and are being implemented by the company, including placing the company’s former Corporate Controller on administrative leave. The board and the talent and compensation committee, based on recommendations of the Ad Hoc Committee, have determined that the deficient control environment, among other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior management. The company is in the process of implementing additional remedial measures.

Source: Valeant Pharmaceuticals

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