Allergan, Valeant Agree to Date of Allergan’s Special Stockholder MeetingBy
Allergan, Inc. has reached an agreement with Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals under which Allergan will hold a Special Meeting of Stockholders on the originally scheduled date of December 18, 2014, without restriction, and Pershing Square and Valeant will dismiss their pending litigation before the Delaware Court of Chancery. In connection, Allergan has established an October 30, 2014 record date for stockholders entitled to vote at the Special Meeting.
Valeant Pharmaceuticals publicly began its efforts to acquire Allergan in April 2014, a move that Allergan has repeatedly rejected, and the two companies’ recent battle relates to the scheduling of a special meeting of Allergan stockholders to consider Valeant’s unsolicited $53 billion to acquire Allergan.
The scheduling of the special meeting of Allergan’s stockholders, precipitated by Valeant’s takeover bid of Allergan, has been a source of contention between the two companies as Valeant sought to move Allergan’s scheduled date of the meeting of December 18, 2014 sooner. Meanwhile, Allergan continues to pursue a case against Valeant and Pershing Square. The US District Court for the Central District of California has set October 28, 2014 as the hearing date for Allergan’s motion for a preliminary injunction against Valeant and Pershing Square for violations of the federal securities laws, including insider trading. If Allergan’s motion is granted, the injunction would prevent Valeant, Pershing Square, and William A. Ackman from voting their shares at any meeting of stockholders.
“Allergan continues to believe that Valeant’s unsolicited exchange offer is grossly inadequate, and the Board is confident in the Company’s ability to create significantly more value than Valeant’s offer,” said Allergan in a September 15, 2014 statement. “…Allergan strongly recommends that stockholders reject Valeant’s exchange offer and prevent Valeant from taking control of Allergan at a price that does not appropriately reflect the underlying value of Allergan’s assets, operations and prospects, including its industry-leading position and projected growth opportunities.”