Pershing Square, Valeant and Allergan Settle Pending Litigation Before the Delaware Court of Chancery

Allergan to Announce Unconditional Calling of a Special Meeting of Shareholders

VALEANT AND ALLERGAN: CREATING VALUE TOGETHER

On April 22, 2014, Valeant Pharmaceuticals International and Pershing Square Capital Management announced their joint bid for Allergan. As Allergan’s largest shareholder, Pershing Square is working to maximize value for all Allergan shareholders. To date, Allergan has been unwilling to engage in discussions with Valeant or Pershing Square, which have twice increased their bid. The combination of Valeant and Allergan is not only financially compelling, it also creates a company better positioned to develop and advance new drugs around the world. Because Allergan’s Board of Directors refused to engage with Valeant and Pershing Square on their offer, Pershing Square led the call for a special meeting of Allergan shareholders, which is now scheduled for December 18, 2014.
thumb
View Webcast & Presentation

Meet the Nominees

Learn more about Pershing Square’s nominees to the Board of Directors.

Click for Bios

WHY PERSHING SQUARE HAS ASKED FOR A SPECIAL MEETING

Pershing Square asked shareholders to call a special meeting in order to vote on the eight proposals discussed below. The proposals seek to:

(1) Remove from office as directors certain members of the Allergan board of directors that Pershing Square believes lack the objectivity necessary to act in the best interests of shareholders with respect to Valeant’s proposal to acquire Allergan.

(2) Request that the Allergan board elect or appoint (irrespective of whether proposal 1 is passed) six new directors to the Allergan board.

(3) Amend the Allergan bylaws to simplify the mechanics for calling a special meeting.

(4) Amend the Allergan bylaws to provide mechanics for calling a special meeting if no directors or less than a majority of directors are then in office.

(5) Amend the Allergan bylaws to provide simplified mechanics for nominating directors or proposing business at any annual meeting.

(6) Amend the Allergan bylaws to fix the authorized number of directors at nine directors.

(7) Repeal any bylaws adopted without shareholder approval after Allergan’s 2014 annual meeting and up to and including the date of the special meeting (other than any amendment approved at the special meeting) and

(8) Pass a non-binding resolution encouraging the Board to promptly engage in good faith discussions with Valeant regarding Valeant’s offer to merge with Allergan without in any way precluding discussions the Board may choose to engage in with other parties potentially offering higher value.

At the special meeting, shareholders will have the ability to vote for, against or abstain from voting on each of the proposals. For proposal 1, the shareholders would have the ability to vote to remove all, some or none of the six members of the Allergan board of directors that Pershing Square is seeking to remove. For proposal 2, the shareholders would have the ability to recommend that the Allergan board elect or appoint all, some or none of the six new directors that Pershing Square is seeking to have elected or appointed.


See all FAQs

TIMELINE

Since Valeant Pharmaceuticals International and Pershing Square Capital Management announced their joint bid for Allergan April 22, Allergan’s Board of Directors has declined to engage with either Valeant or PSCM, its largest shareholder. This timeline traces the progression of the bid since its announcement and the steps Valeant and Pershing Square have taken to encourage productive discussions with the Allergan Board.

04-22-14

Valeant and Pershing Square announce bid to acquire Allergan

Valeant and Pershing Square announce bid to acquire Allergan ($48.30 + 0.83 share of VRX) Pershing Square’s Presentation. Allergan adopts a poison pill Read More

05-13-14

Allergan rejects Valeant’s bid

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.

05-19-14

Pershing Square urges Allergan independent directors to hire independent counsel

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

05-28-14

Valeant increases its offer to Acquire Allergan

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.

05-30-14

Valeant increases its offer to acquire Allergan to $180.90 / Share

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.

06-02-14

Pershing Square seeks to hold a special shareholder meeting

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

06-06-14

PSCM seeks clarification from Allergan

PSCM seeks clarification from Allergan on what actions would trigger poison pill.

06-10-14

Allergan rejects Valeant’s increased bid

Allergan rejects Valeant’s increased bid

06-11-14

Allergan responds to PSCM letter

Allergan responds to PSCM letter but does not provide complete answers.

06-12-14

Pershing Square seeks clarification on Allergan poison pill in court.

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.

06-17-14

Valeant hosts webinar

Valeant hosts webinar to respond to misleading facts made by Allergan.

06-18-14

Valeant launches exchange offer

Valeant launches exchange offer for Allergan.

06-19-14

Delaware Court of Chancery rules in favor of expediting Pershing Square’s request

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.

06-23-14

Allergan board declares Valeant’s unsolicited exchange offer inadequate

Allergan board declares Valeant’s unsolicited exchange offer inadequate. Valeant posts fact-based answers to refute Allergan’s misleading statements.

06-27-14

Pershing Square enters into a settlement with Allergan

Pershing Square enters into a settlement with Allergan resolving the poison pill litigation before the Delaware Court of Chancery. Read More

07-07-14

Pershing Square Announces Director Slate For Allergan Board

Pershing Square announces a slate of six independent directors for the board of Allergan. Read Announcement

07-11-14

Pershing Square Files Definitive Solicitation Statement

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.

08-01-14

Allergan Sues Valeant and Pershing Square

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).

08-21-14

California Court Denies Allergan’s Motion to Expedite

Allergan’s motion for expedited proceedings is denied by the U.S. District Court Central District of California

View Order
View Transcript

08-22-14

Pershing Square Submits Shareholder Requests To Call A Special Meeting

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).

09-04-14

ALLERGAN SAYS SPECIAL MEETING REQUESTS COMPLY WITH BYLAWS

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

09-11-14

Pershing Square Submits Additional Special Meeting Requests; Total Tops 35%

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.

09-15-14

PERSHING SQUARE, VALEANT SETTLE DELAWARE CASE WITH ALLERGAN

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).

Agree I have read and agree to the terms of this website.
Disagree I disagree. (You will not gain access to this website without agreeing to the above terms.)