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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a - 16 AND 15d - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
JANUARY 4, 2001 COMMISSION FILE NUMBER 001-11145
BIOVAIL CORPORATION
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
2488 DUNWIN DRIVE, MISSISSAUGA, ONTARIO L5L 1J9, CANADA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (416) 285-6000
INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILES OR WILL
FILE ANNUAL REPORTS UNDER COVER OF FORM 20-F OR FORM 40-F
FORM 20-F X FORM 40-F
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INDICATE BY CHECK MARK WHETHER FOR REGISTRANT BY FURNISHING THE INFORMATION
CONTAINED IN THIS FORM IS ALSO THEREBY FURNISHING THE INFORMATION TO THE
COMMISSION PURSUANT TO RULE 12g 3-2 (b) UNDER THE SECURITIES EXCHANGE ACT OF
1934.
YES NO X
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BIOVAIL CORPORATION
FORM 6-K
THIS REPORT OF FOREIGN ISSUER ON FORM 6-K IS INCORPORATED BY REFERENCE INTO THE
REGISTRATION STATEMENT ON FORM S-8 OF BIOVAIL CORPORATION (REGISTRATION NO.
333-92229)
INDEX
PART I. FINANCIAL INFORMATION
PART II. OTHER INFORMATION............................................. 2
(ALL DOLLAR AMOUNTS IN THIS DOCUMENT ARE EXPRESSED IN U.S. DOLLARS UNLESS
OTHERWISE STATED.)
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BIOVAIL CORPORATION
PART II - OTHER INFORMATION
1. REPORTING ISSUED TO CANADIAN SECURITY ADMINISTRATORS AND STOCK EXCHANGES
A) FORM 27 - MATERIAL CHANGE REPORT DATED JANUARY 4, 2001
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Biovail Corporation
January 4, 2001 By /s/John R. Miszuk
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John R. Miszuk,
Vice President, Controller
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MATERIAL CHANGE REPORT
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
SECTION 118(1) OF THE SECURITIES ACT (ALBERTA)
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 84(1) OF THE SECURITIES ACT, 1988 (SASKATCHEWAN)
SECTION 112 OF THE SECURITIES ACT (MANITOBA)
SECTION 76(2) OF THE SECURITIES ACT, 1990 (NEWFOUNDLAND)
Item 1. REPORTING ISSUER
Biovail Corporation
2488 Dunwin Drive
Mississauga, Ontario L5L 1J9
Item 2. DATE OF MATERIAL CHANGE
January 2, 2001
Item 3. PRESS RELEASE
A press release was issued on January 2, 2001 through CCN Disclosure
in Toronto.
Item 4. SUMMARY OF MATERIAL CHANGE
Biovail Corporation ("Biovail" or the "Corporation") announced that it
has entered into definitive agreements with Aventis Pharmaceuticals
Inc. ("Aventis") to acquire the North American rights to and benefits
from the Cardizem family of cardiovascular products. The total
purchase price was U.S. $409.5 million.
Biovail has also entered into a U.S. $300 million Senior Secured
Credit Facility with The Bank of Nova Scotia, as Agent and indicated
that its wholly-owned subsidiary, Biovail Laboratories Incorporated
("BLI"), has acquired all of the voting common shares of IPL Acquireco
2000 Ltd., a British Virgin Islands company ("Acquireco"), holder of
all of the outstanding shares of Intelligent Polymers Limited, a
Bermuda corporation ("IPL").
Item 5. FULL DESCRIPTION OF MATERIAL CHANGE
Biovail announced that it has entered into definitive agreements with
Aventis to acquire the North American rights to and benefits from the
Cardizem family of cardiovascular products. The total purchase price
was U.S. $409.5 million. Of this amount, U.S. $239.5 million was paid
at closing, with the balance to be paid equally over the four quarters
of 2001. Payments for the
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acquisition have been and will be derived from the Corporation's
existing cash balances, cash flows from operations and partially from
a U.S.$300 million Senior Secured Credit Facility that Biovail has
entered into with The Bank of Nova Scotia, as Agent.
Sales for the Cardizem family of products, which includes Cardizem CD,
Cardizem SR, Cardizem injectable products as well as sales of Cardizem
in the Canadian marketplace, were approximately U.S. $240 million in
2000.
Cardizem, a leading calcium channel blocker, competes with a number of
other cardiovascular drugs primarily indicated for hypertension and
angina. Cardizem CD was the leading diltiazem product (with over 13
million prescriptions) in the U.S. marketplace during 2000.
Aventis will continue to manufacture, supply and provide distribution
services to Biovail for the Cardizem product lines, under the terms of
a manufacturing and supply agreement and a transition agreement, for a
specified period. Under the terms of such agreements, the Corporation
took ownership of the Cardizem product lines effective January 1, 2001
and will begin recognizing the associated financial benefits
accordingly. The Corporation expects that the acquisition of Cardizem
product lines will have an accretive effect on its revenues.
Biovail also confirmed that it is in the late stage development of a
new and improved once daily diltiazem product that has already been
approved by the United States Food and Drug Administration for certain
indications and is currently undergoing further clinical trials to
broaden the applicable prescribing indications. The Corporation
indicated that it expects to launch this product, named Cardizem XL,
in the first half of 2002.
The Corporation also announced that over the course of 2001 it intends
to add up to 500 sales representatives to its existing 300 person
sales force. The Corporation intends to fund the expansion of its U.S.
sales force, as well as the launch of Cardizem XL, through
arrangements with strategic and/or financial partners and expects that
this expansion will not adversely affect its 2001 and 2002 fiscal year
results.
As noted above, Biovail has also entered into a U.S. $300 million
Senior Secured Credit Facility with The Bank of Nova Scotia, as Agent.
The facility is secured by security agreements, pledging substantially
all of the Corporation's assets, including substantially all of the
assets and shares of subsidiary companies. Interest rates available to
the Corporation are based on US Base Rate, LIBOR and the Canadian
Prime Rate plus a margin ranging from 0.375% to 2.0% based on the
Corporation's quarterly ratio of debt to EBITDA. A standby fee of
0.25% to 0.50% applies to the unused portion of the credit facility.
The facility is initially revolving in nature and matures 364 days
after closing and may be extended for further 364 day periods with the
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consent of the lenders. In the event that the lenders elect not to
extend the revolving credit, the Corporation has the option to convert
the facility into a non-revolving term loan for a further two-year
period.
The Corporation's wholly-owned subsidiary, BLI has acquired all of the
voting common shares of Acquireco. The price paid for the voting
common shares of Acquireco was approximately U.S. $6,750,000.
Acquireco holds all of the outstanding shares of IPL. In September
2000, BLI acquired certain rights to acquire all of the voting common
shares of Acquireco at any time prior to October 2002. IPL carries on
the business of pharmaceutical research and development.
Item 6. RELIANCE ON SECTION 75(3) OF THE SECURITIES ACT (ONTARIO); SECTION
118(2) OF THE SECURITIES ACT (ALBERTA); SECTION 85(2) OF THE
SECURITIES ACT (BRITISH COLUMBIA); SECTION 74 OF THE SECURITIES ACT
(QUEBEC); SECTION 81(3) OF THE SECURITIES ACT (NOVA SCOTIA); SECTION
84(2) OF THE SECURITIES ACT, 1988 (SASKATCHEWAN); AND SECTION 76(3) OF
THE SECURITIES ACT (NEWFOUNDLAND)
This material change report was not filed on a confidential basis.
Item 7. OMITTED INFORMATION
No information has been omitted in respect of the material change.
Item 8. SENIOR OFFICERS
Further information with respect to the material change described in
this material change report may be obtained from:
John R. Miszuk
(416) 285-6000
Item 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
DATED at Mississauga, Ontario, this 4th day of January, 2001.
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By: /s/John R. Miszuk
-------------------------------------
Name: John R. Miszuk
Title: Vice-President, Controller
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE
FILED OR FURNISHED UNDER THIS ACT OR THIS REGULATION THAT, AT THE TIME AND IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
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