Allergan rejects Valeant’s bid; Pershing Square seeks list of Allergan stockholders and the next day files preliminary proxy to launch process to hold informal shareholder referendum on the bid.
Pershing Square urges Allergan independent directors to hire independent counsel, arguing Allergan’s CEO is conflicted because he will lose his leadership role at the company and likely his job as a result of the transaction Read More
Valeant increases its offer to acquire Allergan ($58.30/share +0.83 share of VRX) to $166.16/share and adds Contingent Value Right for DARPin of up to $25.00/share in value.
Valeant increases its offer to acquire Allergan by increasing the cash component to $72 per share. New offer prompted by PSCM based on shareholder feedback, which agrees to take all VRX stock (and no cash) for its AGN shares at a fixed exchange ratio.
Pershing Square, having dropped its request for an informal shareholder referendum, seeks to hold a special shareholder meeting to oust six of the nine Allergan directors. Click to View Filing
PSCM seeks clarification from Allergan on what actions would trigger poison pill.
Allergan rejects Valeant’s increased bid
Allergan responds to PSCM letter but does not provide complete answers.
PSCM sues Allergan in Delaware Court of Chancery, seeking clarification on whether efforts to hold special shareholders meeting will trigger Allergan’s poison pill (View Complaint). Pershing Square asks the court expedite the hearing on the matter.
Valeant hosts webinar to respond to misleading facts made by Allergan.
Valeant launches exchange offer for Allergan.
Delaware Court of Chancery rules in favor of expediting Pershing Square’s request to seek clarity on trigger for poison pill. Hearing set for July 7.
Allergan board declares Valeant’s unsolicited exchange offer inadequate. Valeant posts fact-based answers to refute Allergan’s misleading statements.
Pershing Square enters into a settlement with Allergan resolving the poison pill litigation before the Delaware Court of Chancery. Read More
Pershing Square announces a slate of six independent directors for the board of Allergan. Read Announcement
Pershing Square files definitive solicitation statement with the Securities and Exchange Commission, permitting it to actively solicit support for the calling of a special meeting.
Allergan files a federal lawsuit against Valeant and Pershing Square in California (click to view lawsuit and related letter). Pershing Square and Valeant dismiss the suit as baseless and yet another attempt to interfere with Pershing Square’s efforts to call a special shareholders meeting (click to view response from Pershing Square and Valeant).
Allergan’s motion for expedited proceedings is denied by the U.S. District Court Central District of California
Pershing Square submits to Allergan requests from shareholders owning 31% of Allergan’s shares to call a special meeting (click to view the press release). The firm also filed a motion with the Delaware Court of Chancery seeking declaratory relief to require Allergan to call the special meeting (click here to view complaint).
After a review conducted by Allergan and its independent inspector, Allergan announces Pershing Square has delivered requests that comply as to form with Allergan’s bylaws from stockholders owning more than 25% of Allergan’s shares. Allergan is scheduled to hold a Special Meeting on December 18, 2014
Pershing Square submits additional special meeting requests from shareholders owning 1.29% of Allergan’s shares, bringing the total to 35.1%. Click here to view press release.
Pershing Square and Valeant reach an agreement with Allergan, Inc. to settle pending litigation before the Delaware Court of Chancery. Allergan agrees to unconditionally call and hold a special meeting of its shareholders on December 18, 2014 (click here to view release).