Bausch Health Announces Increase in Shareholding by its Chairperson of the Board and Board Changes

Rhea-AI Summary

Bausch Health (NYSE:BHC) announced significant changes in its shareholding structure and board composition. Paulson Capital Inc. and its affiliates have acquired 34,721,118 common shares previously held by Carl C. Icahn's group, increasing their beneficial ownership to approximately 19.13% of the company's outstanding shares.

Following this transaction, the Director Appointment and Nomination Agreement with the Icahn Group has terminated, leading to the resignation of Brett M. Icahn and Steven D. Miller from the Board of Directors. John A. Paulson, Chairperson of the Bausch Health Board, expressed confidence in the company's value and its efforts to maximize shareholder value.

Positive

• Paulson Capital increased stake to significant 19.13% ownership, showing strong investor confidence
• Board Chairman's explicit statement of confidence in company's value and business prospects
• Clean transition in share ownership without requiring company involvement in agreements

Negative

• Loss of two board members following Icahn Group's exit
• Termination of the Director Appointment and Nomination Agreement with Icahn Group

Insights

Corporate Governance Analyst

Paulson's increased stake to 19.13% signals strong confidence while Icahn's exit and board resignations mark a significant ownership shift.

The acquisition of Icahn Group's 34.7 million shares by Paulson Capital represents a significant ownership consolidation in Bausch Health. With Paulson now holding approximately 19.13% of outstanding shares, this positions Paulson Capital as a major influential shareholder with substantial voting power. This move effectively replaces Carl Icahn's influence with John Paulson's, potentially changing the company's strategic direction.

The termination of the Director Appointment and Nomination Agreement with Icahn Group and subsequent resignation of Brett Icahn and Steven Miller from the Board creates an immediate governance restructuring. This change likely signals a shift in board dynamics and potentially in strategic priorities moving forward. The timing suggests this was triggered specifically by Icahn's ownership falling below contractual thresholds rather than performance concerns.

Particularly notable is that John Paulson serves as Chairperson while simultaneously increasing his economic stake through affiliated entities. His statement expressing confidence in "the Company's efforts to maximize shareholder value" and excitement about prospects for both Bausch Health and its subsidiary Bausch + Lomb suggests strategic continuity despite the ownership changes. The language indicates potential catalysts for value creation are already underway, though no specific initiatives are detailed.

The transaction structure - acquiring a "net long position" rather than a simple share purchase - suggests potential use of derivatives or complex financial instruments in the transaction between these sophisticated investors.

Investment Strategist

This ownership consolidation by Paulson Capital appears to be a strategic vote of confidence in Bausch Health's prospects. The increase to a 19.13% stake represents significant capital commitment and financial conviction from a sophisticated investor. Paulson's willingness to substantially increase exposure suggests he sees fundamental value not currently reflected in market pricing.

Meanwhile, Icahn's complete exit indicates a divergence in investment thesis between these prominent investors. While no explicit reason for Icahn's divestment was provided, the timing suggests potential disagreement about Bausch's direction or simply portfolio reallocation priorities.

The coinciding board changes create a potential inflection point in corporate governance. With Icahn's representatives departing, the board composition will likely shift to better align with Paulson's vision and investment thesis. The press release carefully notes that "the Company is not a party to any agreement or arrangement" regarding these transactions, clarifying this was negotiated between the investors directly rather than involving a company-initiated share repurchase.

Paulson's specific mention of "underlying business prospects" for both Bausch Health and its Bausch + Lomb subsidiary suggests continued support for the current corporate structure rather than pushing for immediate separation or divestiture of business units. His mention of "maximizing shareholder value" indicates a focus on operational improvements and potential strategic initiatives rather than immediate financial engineering.

LAVAL, QC / ACCESS Newswire / August 15, 2025 / Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC) ("Bausch Health" or the "Company") today announced that Paulson Capital Inc. and certain affiliates and managed funds have increased their ownership of the Company's common shares.

The increase reflects the acquisition by Paulson Capital Inc. and certain affiliates and managed funds of the net long position of 34,721,118 common shares previously held by Mr. Carl C. Icahn and his affiliates (collectively, "Icahn Group"). The Company is not a party to any agreement or arrangement with Paulson Capital Inc. or its affiliates or the Icahn Group in connection with these transactions. Based on information provided to the Company, Paulson Capital Inc. and certain affiliates and managed funds beneficially owns approximately 19.13% of the Company's outstanding common shares as of the date hereof.

The Company further announced that the Director Appointment and Nomination Agreement, dated as of February 23, 2021, between the Company and Icahn Group, terminated pursuant to its terms when the Icahn Group's net long position in the Company's shares fell below the specified threshold. In connection with the termination, Brett M. Icahn and Steven D. Miller have resigned from the Board of Directors (the "Board").

"I believe there is significant value in Bausch Health and am confident in the Company's efforts to maximize shareholder value. I am excited about the underlying business prospects in both Bausch Health and its subsidiary, Bausch + Lomb Corporation," John A. Paulson, Chairperson of the Bausch Health Board, said. "I also want to thank Brett and Steven for their dedication and valuable contributions to the Company."

About Bausch Health

Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC), is a global, diversified pharmaceutical company enriching lives through our relentless drive to deliver better health care outcomes. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, dentistry, aesthetics, international pharmaceuticals and eye health, through our controlling interest in Bausch + Lomb Corporation. Our ambition is to be a globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors. For more information about Bausch Health, visit www.bauschhealth.com and connect with us on LinkedIn.

Forward-looking Statements

This news release may contain forward-looking statements within the meaning of applicable securities laws, including the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of the words "will," "anticipates," "hopes," "expects," "intends," "plans," "should," "could," "would," "may," "believes," "subject to" and variations or similar expressions. These statements are neither historical facts nor assurances of future performance, are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results are subject to other risks and uncertainties that relate more broadly to Bausch Health's overall business, including those more fully described in Bausch Health's most recent annual and quarterly reports and detailed from time to time in Bausch Health's other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these forward-looking statements to reflect events, information or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.

Investor Contact:		Media Contact:
Garen Sarafian		Katie Savastano
ir@bauschhealth.com		corporate.communications@bauschhealth.com
(877) 281-6642 (toll free)		(908) 569-3692

SOURCE: Bausch Health Companies Inc.

View the original press release on ACCESS Newswire

FAQ

What percentage stake does Paulson Capital now own in Bausch Health (BHC)?

Paulson Capital and its affiliates now beneficially own approximately 19.13% of Bausch Health's outstanding common shares.

How many shares did Paulson Capital acquire from Icahn Group in Bausch Health?

Paulson Capital acquired 34,721,118 common shares that were previously held by Carl C. Icahn and his affiliates.

Who resigned from Bausch Health's Board of Directors in August 2025?

Brett M. Icahn and Steven D. Miller resigned from the Board of Directors following the termination of the Director Appointment and Nomination Agreement with Icahn Group.

What did John Paulson say about Bausch Health's future?

John Paulson, Board Chairperson, stated he believes there is significant value in Bausch Health and is confident in the company's efforts to maximize shareholder value, expressing excitement about business prospects in both Bausch Health and Bausch + Lomb Corporation.

Why did the Director Appointment Agreement with Icahn Group terminate at Bausch Health?

The agreement terminated automatically when the Icahn Group's net long position in the Company's shares fell below the specified threshold following their sale of shares to Paulson Capital.