Allergan Requests Calif. Court Block Valeant/Pershing Square From Voting Shares; Sets New Dec. 18 Date for Special Meeting


IRVINE, Calif.— Allergan, Inc. (NYSE: AGN) has asked the United States District Court for the Central District of California to set an expedited schedule for discovery and a motion for a preliminary injunction against Valeant Pharmaceuticals (NYSE: VRX), Pershing Square Capital Management, L.P. and its principal, William A. Ackman, for violations of the federal securities laws, according to an announcement from Allergan.

In addition, Allergan announced earlier this week that it will hold a Special Meeting of stockholders on Dec. 18, 2014, subject to confirmation by Allergan that the meeting has been validly requested in compliance with Allergan's bylaws. Allergan has established an Oct. 27, 2014 record date for stockholders entitled to vote at the Special Meeting.

In its preliminary injunction motion, Allergan will seek an order barring Valeant, Pershing Square and Ackman, and entities affiliated with them from exercising any rights or benefits associated with Allergan shares that have been acquired unlawfully. If granted, such an order would prevent Valeant, Pershing Square and Ackman from voting their shares in any special meeting. Allergan's proposed schedule would require expedited discovery to be completed in October 2014, and would set a hearing on Allergan's anticipated preliminary injunction motion in advance of the company's Special Meeting.

As reported by VMail, Allergan's lawsuit, filed Aug. 1, 2014, alleges that Valeant, Pershing Square and Ackman violated insider trading laws and failed to provide full and fair disclosure to Allergan's stockholders. The federal court last week noted "the seriousness of [Allergan's] federal securities laws claims" and provided the parties with a roadmap for adjudicating those claims on a prompt basis if and when the defendants submitted a sufficient number of stockholder requests for a special meeting.

“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's 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 said.

“The Allergan board of directors continues to believe that Valeant's unsolicited exchange offer is grossly inadequate and substantially undervalues Allergan. The Allergan board remains focused on enhancing value for stockholders, and is confident in the company's ability to create significantly more value than Valeant's offer,” according to the Allergan announcement.

Yesterday, two posted financial reports indicated Valeant/Pershing were pursuing legal action to fast track their own suit against Allergan to press for a rescheduling of the Special Meeting sooner than Dec. 18, but VMail could not corroborate those reports at presstime.