Allergan responds to board shake-up attempt by Valeant, Pershing Square

June 5, 2014

Allergan has fired back in response to Pershing Square Capital Management’s announcement that it will hold a special meeting with Allergan shareholders, where it will ask to oust six of Allergan’s nine directors in an attempt to pass Valeant Pharmaceuticals International’s re-revised unsolicited takeover proposal of the company.

 

Irvine, CA-Allergan has fired back in response to Pershing Square Capital Management’s announcement that it will hold a special meeting with Allergan shareholders, where it will ask to oust six of Allergan’s nine directors in an attempt to pass Valeant Pharmaceuticals International’s re-revised unsolicited takeover proposal of the company.

Allergan released its response to Pershing Square’s announcement, saying that it is urging its stockholders to refrain from taking any action.

“Allergan urges all of its stockholders to refrain from taking any action, including returning any proxy card sent by co-bidders Pershing Square and Valeant, until they have reviewed the recommendation of Allergan's Board of Directors,” the company said. “Under federal securities laws, Pershing Square and Valeant cannot solicit proxies from Allergan stockholders until Pershing Square and Valeant provide stockholders with definitive proxy solicitation materials.”

 

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The company said its board will then carefully review and consider the re-revised proposal-Valeant would acquire all of Allergan’s outstanding shares for a combination of 0.83 Valeant common shares, $72 in cash per share of Allergan common stock, and a contingent value right (CVR) related to DARPin sales-and then pursue action that the board feels is in the best interest of Allergan and its stockholders.

It was just last week when Valeant revised its original takeover proposal for the second time. It had previously upped its offer by $10 per Allergan share to $58.30-which was about a 21% increase-while maintaining 0.83 of Valeant shares.

In the meantime, Allergan has retained Goldman, Sachs & Co. and BofA Merrill Lynch as financial advisors, and Latham & Watkins, Richards, Layton & Finger, P.A. and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.

 

Further reading:

Valeant proposal unanimously rejected by Allergan board

Valeant unveils Allergan merger proposal

Allergan customers praise rejection of Valeant proposal

Valeant CEO responds to Allergan’s merger rejection