Welcome to the Valeant Securities Settlement Website

This website has been established to provide general information related to the proposed settlement of the lawsuit known as In re Valeant Pharmaceuticals International, Inc. Securities Litigation, Master No. 3:15-cv-07658-MAS-LHG (the "Litigation"), pending before the United States District Court for the District of New Jersey (the “Court”). The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation of Settlement dated December 15, 2019, which can be found and downloaded by clicking on the Case Documents tab above.

The entity that leads the Litigation, TIAA, is referred to as the “Lead Plaintiff.” The company and individuals, Valeant Pharmaceuticals International, Inc. (“Valeant”) (n/k/a Bausch Health Companies Inc.), J. Michael Pearson, Howard B. Schiller, Robert L. Rosiello, Deborah Jorn, Ari S. Kellen, Tanya Carro, Jeffrey W. Ubben, Robert A. Ingram, Ronald H. Farmer, Colleen Goggins, Anders Lönner, Theo Melas-Kyriazi, Robert N. Power, Norma Provencio, Katharine B. Stevenson, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. f/k/a Mitsubishi UFJ Securities (USA) Inc., DNB Markets, Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Suntrust Robinson Humphrey, Inc., ValueAct Capital Management, L.P., VA Partners I, LLC, ValueAct Holdings, L.P., ValueAct Capital Master Fund, L.P., ValueAct Co-Invest Master Fund, L.P., being sued are called the Defendants.

The Court appointed the law firm of Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) as Lead Counsel to represent Class Members.

WHAT IS THIS LAWSUIT ABOUT?

The Litigation is currently pending in the United States District Court for the District of New Jersey before the Honorable Michael A. Shipp. The Litigation was referred to Special Master Judge Dennis M. Cavanaugh, U.S.D.J. (ret), on September 10, 2019. The initial complaint in this action was filed on October 22, 2015. On May 31, 2016, the Court consolidated Civil Action Nos. 15-cv-07679, 15-cv-07746, and 15-cv-07809 with this action and appointed TIAA as Lead Plaintiff and Robbins Geller as Lead Counsel.

Plaintiffs filed the Consolidated Complaint for Violations of the Federal Securities Laws (“Complaint”) on June 24, 2016. Plaintiffs later filed the First Amended Consolidated Complaint for Violations of the Federal Securities Laws (“Amended Complaint”) on September 20, 2018. The Complaint and Amended Complaint allege that certain Defendants and Former Defendants are liable for violations of the Securities Act of 1933 and/or the Securities Exchange Act of 1934 resulting from materially false and misleading statements or omissions of material facts necessary to make statements made by those Defendants and Former Defendants in public filings and other public statements not misleading. Among other things, Plaintiffs allege that those Defendants and Former Defendants are liable for false and misleading statements regarding Valeant’s business operations and financial performance. Plaintiffs further allege that when the truth regarding Valeant’s true business, operations, and prospects was revealed, artificial inflation was removed from the prices of Valeant Securities damaging members of the Class. The Amended Complaint also alleges that certain Defendants violated the Securities Exchange Act of 1934 by selling Valeant Securities while in possession of material, nonpublic information. Defendants and Former Defendants deny each and all of Plaintiffs’ allegations. Defendants and Former Defendants contend that they are not liable for any such alleged false or misleading statements and that all information required to be disclosed by the federal securities laws was so disclosed. Defendants also contend that their actions did not cause Plaintiffs’ alleged loss, and the Valeant Defendants contend that they did not act with scienter. Defendants and Former Defendants further deny that any Defendant sold Valeant Securities while in possession of material, nonpublic information or that they sold such Valeant Securities on the basis of material, nonpublic information.

The parties vigorously litigated this case for four years. The parties submitted extensive briefing regarding a motion to lift the discovery stay and after the nearly 300-page consolidated Complaint was filed, the parties briefed and argued six initial motions to dismiss filed by 34 Defendants and Former Defendants. After nearly 400 pages of briefing and a lengthy hearing, the Court denied the motions to dismiss in substantial part, and dismissed all claims against the Former Defendants. The parties then engaged in extensive fact and class-related discovery involving Class Representatives, Defendants and Former Defendants, and approximately 150 non-parties, which included the exchange of over 13 million pages of documents. Plaintiffs also conducted interviews of former Valeant employees and certain third parties and reviewed the public record, including statements submitted as part of Congressional hearings. Plaintiffs moved for class certification on September 28, 2018. Defendants’ time to respond to Plaintiffs’ motion for class certification has not yet elapsed, and the Court has not ruled on Plaintiffs’ motion. Plaintiffs amended the Complaint to add insider trading claims against the ValueAct Defendants and Defendant Ubben. The ValueAct Defendants and Defendant Ubben moved to dismiss the insider trading claims and after the parties exchanged 70 additional pages of briefing, the Court denied the ValueAct Defendants’ motion to dismiss. The ValueAct Defendants and Defendant Ubben continue to deny the insider trading allegations.

During the course of the Litigation, the parties engaged an experienced and neutral third-party mediator, Eric D. Green, and held direct settlement discussions. The parties exchanged lengthy and detailed briefs and Lead Counsel met in person with the mediator and counsel for the Valeant Defendants on September 17, 2018, but were unable to reach an agreement. During the following year counsel for the parties engaged in numerous teleconferences with the mediator. On November 6, 2019, the parties attended another in person mediation after exchanging supplemental mediation briefs. Once again the parties were unable to reach an agreement. Then, in response to a mediator’s proposal, on November 22, 2019, the Settling Parties agreed to settle the Litigation with all Defendants and Former Defendants, except PwC, in return for a cash payment of $1,210,000,000.00 for the benefit of the Class.

The Class includes all persons and entities that purchased or otherwise acquired Valeant common stock, Valeant debt securities, or call options on Valeant common stock, or sold put options on Valeant common stock, during the period between January 4, 2013 and March 15, 2016, inclusive (the "Class Period"), and who were damaged thereby. Excluded from the Class are Defendants and Former Defendants, present and former executive officers of Defendants and Former Defendants, and members of their immediate families, present and former directors of Defendants and Former Defendants, and members of their immediate families, any entity in which a Defendant or current or former director of a Defendant has control and/or a majority ownership interest, and the legal representatives, heirs, successors or assigns of any such excluded party. The Class also excludes: (1) any person or entity which during the Class Period purchased or otherwise acquired Valeant Securities and has been promised or received a payment from or on behalf of the Valeant Defendants related to or arising from litigation related to its Class Period transactions in Valeant Securities other than a payment of attorneys’ fees or costs to counsel for such person or entity; (2) any Class Member on Exhibit A to the Final Judgment that validly and timely requested exclusion in accordance with the requirements set by the Court in the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”); and (3) anyone on Exhibit B to the Final Judgment who has filed an individual action and not dismissed their claim and sought to be included in the Class. The Notice and Exhibits can be found on the Case Documents tab above.

WHAT DOES THE SETTLEMENT PROVIDE?

The Settlement, if approved, will result in the creation of a cash settlement fund of $1,210,000,000.00. This fund, plus accrued interest and minus the costs of this Notice and all costs associated with the administration of the Settlement, any taxes and tax expenses, as well as attorneys’ fees and expenses, and any award to Plaintiffs in connection with their representation of the Class, as approved by the Court (the “Net Settlement Fund”), will be distributed to eligible Class Members pursuant to the Plan of Allocation described in more detail at the end of the Notice.

Although the information in this website is intended to assist you, it does not replace the information contained in the relevant case documents found on the Case Documents tab above. We recommend that you read the relevant case documents carefully and in their entirety.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

IMPORTANT DATES AND DEADLINES