Allergan Confirms Requests From Pershing/Valeant for Special Meeting


IRVINE, Calif.—Emphasizing that its stockholders are not required to take action at this time, Allergan, Inc. (NYSE: AGN) issued a statement late last Friday confirming that Pershing Square Capital Management, L.P. has delivered written requests from Allergan stockholders in connection with Pershing Square’s request to call a Special Meeting of Stockholders. Allergan and an independent inspector will review the written requests submitted by Pershing Square, and the company expects to report the results promptly following this review, a statement said.

At the Special Meeting, Allergan stockholders would be asked, among other things, to remove a majority of the company’s existing directors in connection with Valeant Pharmaceuticals (NYSE:VRX) unsolicited exchange offer to acquire all outstanding common shares of Allergan for 0.83 shares of Valeant common stock and $72.00 in cash, or subject to proration, an amount of cash or a number of Valeant common shares with the implied value set forth in the exchange offer.

Allergan stated that its board continues to believe that Valeant’s “unsolicited exchange offer is grossly inadequate and substantially undervalues Allergan. In considering whether to submit written requests, stockholders were asked to evaluate if they wanted the opportunity to vote on the offer at a later date; not to evaluate the merits of the offer itself. In fact, many stockholders have explicitly conveyed their view that the requests are not an endorsement of Valeant’s offer.”

Allergan recognizes that “this is all about stockholder value,” and said that “its board remains confident” in the company's ability to create significantly more value than Valeant's offer, while noting that the board fully supports the right of stockholders to vote on the value proposition offered by Valeant at the appropriate time.

Allergan's corporate bylaws require Valeant and Pershing Square to have more than 25 percent of shareholders' votes in favor of holding the meeting. Allergan will announce additional details regarding a Special Meeting following its review. Allergan has up to 120 days to call the meeting.

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