- Carl Icahn (Trades, Portfolio)'s economic interest in Bausch Health (BHC, Financial) reaches 34%, comprising both direct shares and cash-settled equity swaps.
- John Paulson (Trades, Portfolio), the Board Chairman, has $50 million in BHC bonds and intends to sell them to avoid conflict of interest.
- Bausch Health enacts a shareholder rights plan to prevent unauthorized acquisition of more than 20% of shares.
Bausch Health Companies Inc. (BHC) has filed a supplement to its proxy statement dated April 2, 2025, revealing Carl Icahn (Trades, Portfolio)'s substantial economic stake in the company. Icahn and his affiliates have amassed cash-settled equity swaps covering approximately 90.7 million common shares, equating to 24.6% of the shares. Combined with his 34.7 million beneficially owned shares, or 9.4%, Icahn's total economic interest now stands at around 34%.
The company's Board of Directors, led by Chairman John Paulson (Trades, Portfolio), initiated a review of Icahn's swap positions as well as Paulson's bond holdings. Paulson, who holds $50 million in Bausch Health bonds acquired before rejoining the board, plans to divest these securities. This move aims to eliminate any potential conflicts of interest, acknowledging the distinct interests of bondholders and shareholders.
In response to these developments, Bausch Health has adopted a shareholder rights plan (SRP) on April 14, 2025. The SRP is designed to prevent any entity from acquiring a beneficial ownership of 20% or more of the company’s outstanding common shares without adhering to permitted exemptions. This measure serves as a strategic defense against "creeping" takeover bids that could potentially disadvantage certain shareholders.
The company's actions, including the engagement of Sidley Austin LLP as independent counsel to investigate Icahn's financial maneuvers, underscore a commitment to robust corporate governance. As the annual general meeting approaches on May 13, 2025, these strategic decisions by Bausch Health are poised to shape the future direction of the company's corporate strategy and shareholder relations.
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