Secondary Sale of Common Shares of Biovail Corporation
Exhibit 99.1
February 3, 2009
Xxxxxx Xxxxxx
c/o Harridyal Xxxxx & Associates
The Grove, 00 Xxxx Xxxx
Xxxxxxxxxx, Xx. Xxxxxxx
Barbados, BB 11113
c/o Harridyal Xxxxx & Associates
The Grove, 00 Xxxx Xxxx
Xxxxxxxxxx, Xx. Xxxxxxx
Barbados, BB 11113
EM Holdings B.V.
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Dear Sirs:
Secondary Sale of Common Shares of Biovail Corporation
This letter is to confirm that, subsequent to a trade on
February 3, 2009 of approximately Two (2)
million shares of Biovail Corporation (the “Shares”) by EM Holdings B.V. (“BV”) through GMP
Securities L.P. (“GMP”), BV, Xxxxxx Xxxxxx and any entity controlled by or affiliated with Xxxxxx
Xxxxxx (each a “Selling Shareholder”), hereby grant a right of first offer to GMP for a period of
30 days, commencing on the date of the settlement of the traded Shares, whereby each Selling
Shareholder:
1. | will, prior to entering into any further sale of its shares of Biovail Corporation (the “Remaining Block of Shares”), provide GMP with a right to make the first offer on such Remaining Block of Shares in accordance with the terms of this letter; provided that, if the sale of such Remaining Block of Shares by the Selling Shareholder occurs in more than one transaction, GMP shall have such right of first offer for each such transaction; and | ||
2. | will, prior to entering into a sale of any or all of the Remaining Block of Shares, provide 24 hours written notice to GMP of such proposed sale, who shall have 24 hours following receipt of such notice to provide the Selling Shareholder with its reasonable written offer to acquire or otherwise conduct a trade for all, but not less than all, of the Shares which the Selling Shareholder proposes to sell. The Selling Shareholder may, in its sole discretion acting reasonably, accept, reject or negotiate with GMP in respect of such offer. In the event an offer is accepted by the Selling Shareholder, whether immediately or following negotiation, the parties shall complete the sale or trade within 24 hours of such acceptance, or such other time as may be agreed to by the parties acting reasonably. In the event GMP fails to provide its written offer in accordance with the terms of this letter, or the Selling Shareholder rejects any offer from GMP, the Selling Shareholder may proceed with the proposed sale of Shares, provided that GMP has the right to match any competing offer for the proposed sale of Shares, provided that GMP is prepared to complete the sale on the same timeline as the competing offer. |
Notwithstanding the foregoing, each Selling Shareholder may:
(a) transfer, sell or otherwise dispose of any or all of its Remaining Block of Shares to another
Selling Shareholder;
(b) tender, transfer, sell or otherwise dispose of any or all of its Remaining Block of Shares to
an offeror or other party pursuant to a take-over bid, tender offer or other change of control
transaction in respect of Biovail Corporation;
(c) transfer, sell or otherwise dispose of any or all of its Remaining Block of Shares into the
market following the announcement of a take-over bid, tender offer or other change of control
transaction in respect of Biovail Corporation; or
(d) enter into a lock-up agreement or similar agreement with an offeror or other party proposing to
commence or who has commenced a take-over bid, tender offer or other change of control transaction
in respect of Biovail Corporation, and tender, transfer, sell, dispose of, or otherwise agree to
undertake any such action, or otherwise perform its obligations in respect of any or all of its
Remaining Block of Shares under such agreement.
Yours truly,
GMP SECURITIES L.P.
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Xxxxxx X. Xxxxxxx | ||||
Managing Director, Investment Banking | ||||
000-000-0000 Office 000-000-0000 Fax |
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Accepted and agreed to at 4 p.m. (Eastern Daylight Time), this 5th day of February, 2009.
By | /s/ Xxxxxx Xxxxxx | |||
Xxxxxx Xxxxxx | ||||
EM HOLDINGS B.V. |
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By | /s/ X. Xxxxxxx Xxxxxxxx | |||
X. Xxxxxxx Xxxxxxxx | ||||