Bausch Health Co. Inc. (BHC) Announces Agreement With Carl C. Icahn

February 24, 2021 6:46 AM EST

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Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company") is pleased to announce that it will expand its Board of Directors (the "Board") to add two designees to the Board from Carl C. Icahn and affiliated entities (the "Icahn Group").

The Company has entered into a director nomination and appointment agreement (the "Agreement") with the Icahn Group, pursuant to which Brett Icahn and Steven Miller will be appointed to the Board as new independent directors, effective in mid-March 2021, with each to serve a term expiring at the Company's 2021 Annual Meeting. The Company has also agreed to include Messrs. B. Icahn and Miller on its slate of nominees for election at the Company's 2021 Annual Meeting, which will be held on April 27, 2021, and the Icahn Group, which beneficially owns approximately 7.83% of the Company's outstanding common stock, has agreed to vote all of its shares in favor of each of the nominees on the Board's slate. The Agreement sets forth certain other provisions as well. The Agreement will be filed by the Company on a Current Report on Form 8-K with the U.S. Securities and Exchange Commission.

"We are pleased to have reached this agreement with the Icahn Group and welcome Messrs. B. Icahn and Miller to our Board of Directors," said Joseph C. Papa, chairman and CEO, Bausch Health. "Our new colleagues bring a wealth of transaction experience to our Board, which will serve us well as we continue to execute on our strategic priorities, including our previously announced intention to spin off our leading eye health business. Together, we are aligned and focused on unlocking unrecognized value in Bausch Health, and we look forward to building on the significant progress we have already made in capitalizing on areas of unmet medical need, gaining market share in key growth areas and positioning our businesses to deliver long-term, sustainable value for our shareholders."

"Our discussions with Bausch Health have been productive," said Carl C. Icahn. "We continue to believe there are opportunities to drive further value for all shareholders, and we look forward to collaborating with the Board and management and contributing meaningfully to the Company's ongoing strategic review."

Concurrently with their appointments to the Board, Messrs. B. Icahn and Miller will be appointed to two Board committees, the Finance and Transactions Committee and the committee assisting with evaluating strategic alternatives, including the potential spin of the Company's eye health business.

With today's new appointments the Board will consist of thirteen (13) highly qualified directors, twelve (12) of whom are independent. The Board is highly engaged and brings a broad range of expertise across global leadership, health care and operations.

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