Allergan Inc. (AGN) Will Not Succeed in Delaying Stockholders’ Special Meeting: Pershing Square and Valeant Pharmaceuticals Intl Inc (VRX) Response

In a new filing with the U.S. Securities and Exchange Commission, Pershing Square, managed by Bill Ackman, has disclosed its and Valeant Pharmaceuticals Intl Inc (NYSE:VRX) response to a recent announcement by Allergan Inc. (NYSE:AGN) regarding special meeting of stockholders and its court request to block Valeant Pharmaceuticals Intl Inc (NYSE:VRX) and Pershing Square from voting shares acquired in violation of insider trading laws.


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.

Allergan Inc. (NYSE:AGN) planned to seek an order preventing Valeant Pharmaceuticals Intl Inc (NYSE:VRX), Pershing Square, Mr. Ackman, and other entities affiliated with them from exercising any rights or benefits associated with Allergan Inc. (NYSE:AGN) shares that have been acquired unlawfully as the company claimed. Such an order would prevent Valeant Pharmaceuticals Intl Inc (NYSE:VRX), Pershing Square, Mr. Ackman from voting their shares in any special meeting.

In addition, Allergan Inc. (NYSE:AGN) said it will hold a special meeting of stockholders on December 18, 2014. The company has established an October 27, 2014, record date for stockholders entitled to vote at the special meeting. The company’s stockholders would be asked, among other things, to remove a majority of the company’s existing directors in connection with Valeant Pharmaceuticals Intl Inc’s (NYSE:VRX) unsolicited exchange offer to acquire all outstanding common shares of Allergan Inc. (NYSE:AGN) for 0.83 shares of Valeant Pharmaceuticals Intl Inc’s (NYSE:VRX) common stock and $72.00 in cash, or subject to proration, an amount of cash or a number of Valeant Pharmaceuticals Intl Inc’s (NYSE:VRX) common shares with the implied value set forth in the exchange offer.

In response, Pershing Square and Valeant Pharmaceuticals Intl Inc (NYSE:VRX) stated that “we are confident that Allergan’s desperate attempts to delay or prevent a special meeting of stockholders will not succeed, and that the special meeting will be held not later than December 18. It is apparent that Allergan fears letting its stockholders have a voice, and we believe that its transparent efforts to prevent that will not stand.”

In its recent 13F filing, Pershing Square reported ownership of 28.88 million shares of Allergan Inc. (NYSE:AGN).

Disclosure: none

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