Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On June 30, 2023, a wholly owned subsidiary of Bausch + Lomb Corporation (the Company, Bausch + Lomb or
B+L), Bausch + Lomb Ireland Limited (Buyer), entered into a Stock and Asset Purchase Agreement (as amended, modified or supplemented, the Acquisition Agreement) with Novartis Pharma AG and Novartis Finance
Corporation (together with Novartis Pharma AG, Novartis) and, solely for purposes of guaranteeing certain obligations of Buyer under the Acquisition Agreement, Bausch + Lomb. On September 29, 2023, under the terms of the Acquisition
Agreement, the Company, through its subsidiary, completed the acquisition of XIIDRA® (lifitegrast ophthalmic solution) and certain other ophthalmology assets and assumed certain liabilities
from Novartis related to Novartiss front-of-eye ophthalmology assets (collectively, the Acquired Assets or the Acquisition) for:
(i) an up-front cash payment of $1,750 million, (ii) potential milestone payments of up to $475 million in cash payable upon the achievement of specified commercialization and sales
milestones for certain pipeline products included in the Acquired Assets, (iii) potential milestone payments of up to $275 million in cash payable upon the achievement of specified sales milestones for XIIDRA® and (iv) the assumption of certain pre-existing milestone payments and other obligations associated with certain Acquired Assets.
On June 30, 2023, the Company obtained commitments in respect of a $1,750 million 364-day
bridge facility (the Bridge Facility), the proceeds of which, if such Bridge Facility were utilized, would have been used to finance all or a portion of the Acquisition (including related costs). In lieu of incurring indebtedness under
the Bridge Facility, on September 29, 2023, the Company incurred $1,900 million in aggregate principal amount of indebtedness, consisting of: (i) $1,400 million aggregate principal amount of 8.375% Senior Secured Notes due October
2028 (the October 2028 Secured Notes) and (ii) $500 million in principal amount of new term B loans with a five-year term to maturity (the September 2028 Term Facility). Borrowings under the September 2028 Term Facility,
together with a portion of the October 2028 Secured Notes, were used in connection with the Acquisition and, effective September 29, 2023, the Bridge Facility was canceled (together, the Financing Transactions). See Note
4Financing Transactions Pro Forma Adjustments for additional details.
The unaudited pro forma condensed combined
balance sheet at June 30, 2023, and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2023 and for the year ended December 31, 2022, have been prepared in accordance with Article 11
of Regulation S-X and are presented to give effect to transaction accounting adjustments, for the:
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Acquisition, including: (i) the up-front cash payment of
$1,750 million related to the purchase of the Acquired Assets, (ii) the preliminary adjustment of historical assets acquired and liabilities assumed by the Company to their estimated fair values and (iii) other adjustments, including
those related to transaction costs associated with the Acquisition and future expenses associated with the Acquired Assets; and |
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Financing Transactions, including: (i) the incurrence of $1,865 million of aggregate net indebtedness
related to the October 2028 Secured Notes and borrowings under the September 2028 Term Facility and (ii) interest expense related to these financing transactions. |
The unaudited pro forma condensed combined financial information is based upon available information and certain assumptions that the Company
believes are reasonable. The unaudited pro forma condensed combined financial information has been developed from and should be read in conjunction with: (i) the unaudited interim condensed consolidated financial statements of the Company as of
and for the six months ended June 30, 2023, (ii) the unaudited interim abbreviated financial statements of the Acquired Assets as of and for the six months ended June 30, 2023, (iii) the audited consolidated financial statements of the
Company as of and for the year ended December 31, 2022 and (iv) the audited abbreviated financial statements of the Acquired Assets as of and for the year ended December 31, 2022.
The unaudited pro forma combined financial information is provided for illustrative purposes only and does not purport to represent what the
actual combined results of operations or the combined financial position of the combined Company would have been had the Acquisition and Financing Transactions occurred on the dates assumed, nor are they necessarily indicative of future combined
results of operations or combined financial position.
The unaudited pro forma combined financial information does not reflect any
adjustment for costs of, or related liabilities for, any integration and similar activities, or benefits, including potential synergies that may be derived in future periods, from the Acquisition.
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