Pershing Square, managed by Bill Ackman and Valeant Pharmaceuticals Intl Inc (NYSE:VRX) have entered into an agreement with Allergan Inc. (NYSE:AGN) to settle pending litigation before the Delaware Court of Chancery. In a new filing with the U.S. Securities and Exchange Commission, Pershing Square disclosed that Allergan Inc. (NYSE:AGN) has agreed to unconditionally call a special meeting of shareholders.
Allergan Inc. (NYSE:AGN) will hold a special meeting of its shareholders on December 18, 2014. Shareholders of record at the close of business on October 30, 2014, will be entitled to vote at the meeting.
Shareholders who submitted special meeting requests will not be required to provide updated information to the company in advance of the meeting, according to a statement Pershing Square revealed in its filing.
At the special meeting, Allergan Inc. (NYSE:AGN) shareholders will have the opportunity to voice their support for a number of critical matters, including the removal of six incumbent members of the company’s board, the appointment of an independent slate of directors, amendments to the company’s bylaws to eliminate onerous restrictions on the calling of a special meeting, a request that Allergan Inc. (NYSE:AGN) engage in negotiations with Valeant Pharmaceuticals Intl Inc (NYSE:VRX) and Pershing Square, and certain other actions to improve corporate governance of the company, Pershing Square states in the filing.
Pershing Square has delivered requests calling for a special meeting from 51 institutions representing 35.68% of the outstanding common stock of Allergan Inc. (NYSE:AGN). Pershing Square owns 28.88 million Allergan Inc. (NYSE:AGN) shares, which represents approximately 9.7% of the company’s common stock.
Further, Pershing Square states that Allergan Inc. (NYSE:AGN) has the right to continue to pursue existing litigation in federal court in California but will no longer seek the invalidation of any special meeting requests or otherwise seek to postpone or cancel the special meeting.
On August 26, Allergan Inc. (NYSE:AGN) announced that it 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 Intl Inc (NYSE:VRX), Pershing Square, and William A. Ackman for violations of the federal securities laws.
Both Pershing Square and Valeant Pharmaceuticals Intl Inc (NYSE:VRX) believe that Allergan Inc. (NYSE:AGN)’s claims and request for relief in the California litigation are entirely without merit and will ultimately be rejected.
Recently, Pershing Square disclosed in regularly filing that it has sent another letter to the management of Allergan, Inc. (NYSE:AGN), pushing the company’s sale to Valeant Pharmaceuticals Intl Inc (VRX). The hedge fund requested the Allergan, Inc. (NYSE:AGN) management to reconsider their stance and act for the benefit of the company’s shareholders.
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