Stockholders Not Required to Take Action at This Time
IRVINE, Calif. -- (Business Wire)
Allergan, Inc. (NYSE: AGN) (“Allergan” or the “Company”) today confirmed
that Pershing Square Capital Management, L.P. (“Pershing Square”) has
delivered written requests from Allergan stockholders in connection with
Pershing Square’s request to call a Special Meeting of Stockholders (the
“Special Meeting”). At the Special Meeting, Allergan stockholders would
be asked, among other things, to remove a majority of the Company’s
existing directors in connection with Valeant Pharmaceuticals
International, Inc.’s (“Valeant”) unsolicited exchange offer to acquire
all outstanding common shares of Allergan for 0.83 shares of Valeant
common stock and $72.00 in cash, or subject to proration, an amount of
cash or a number of Valeant common shares with the implied value set
forth in the exchange offer (the “Exchange Offer”). Allergan and an
independent inspector will review the written requests submitted by
Pershing Square, and the Company expects to report the results promptly
following this review.
The Allergan Board of Directors continues to believe that Valeant’s
unsolicited exchange offer is grossly inadequate and substantially
undervalues Allergan. In considering whether to submit written requests,
stockholders were asked to evaluate if they wanted the opportunity to
vote on the offer at a later date; not to evaluate the merits of the
offer itself. In fact, many stockholders have explicitly conveyed their
view that the requests are not an endorsement of Valeant’s offer.
Allergan recognizes that this is all about stockholder value, and the
Board remains confident in the Company's ability to create significantly
more value than Valeant's offer. While Allergan does not believe that
Valeant’s offer provides compelling value relative to the alternatives
available to the Company, the Allergan Board of Directors fully supports
the right of stockholders to vote on the value proposition offered by
Valeant at the appropriate time.
Delivering value to stockholders remains Allergan’s priority, and, in
this regard, the Company recently recorded the strongest increase in
absolute dollar sales in any quarter in the Company’s history, and again
delivered sales and earnings per share growth above the high end of
expectations. Allergan’s value creation plan for its stockholders will
significantly reduce costs in 2015 by approximately $475 million
annually relative to its prior strategic plan, while preserving the
Company’s ability to deliver double digit sales growth across the next
five years. Over the same five year period, Allergan expects to generate
compounded annual adjusted EPS growth of more than 20 percent.
The Company also noted that Valeant’s request for declaratory judgment
from the Delaware Court of Chancery is premature as Allergan has yet to
review the submitted written requests nor has the Allergan Board of
Directors yet made any determination as to such requests.
Allergan will announce additional detail regarding a Special Meeting
following its review. Allergan stockholders are not required to take any
action at this time.
Goldman, Sachs & Co. and BofA Merrill Lynch are serving as financial
advisors to the Company and Latham & Watkins, Richards, Layton & Finger,
P.A. and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to
the Company.
About Allergan
Allergan is a multi-specialty health care company established more than
60 years ago with a commitment to uncover the best of science and
develop and deliver innovative and meaningful treatments to help people
reach their life's potential. Today, we have approximately 11,700 highly
dedicated and talented employees, global marketing and sales
capabilities with a presence in more than 100 countries, a rich and
ever-evolving portfolio of pharmaceuticals, biologics, medical devices
and over-the-counter consumer products, and state-of-the-art resources
in R&D, manufacturing and safety surveillance that help millions of
patients see more clearly, move more freely and express themselves more
fully. From our beginnings as an eye care company to our focus today on
several medical specialties, including eye care, neurosciences, medical
aesthetics, medical dermatology, breast aesthetics, and urologics,
Allergan is proud to celebrate more than 60 years of medical advances
and proud to support the patients and customers who rely on our products
and the employees and communities in which we live and work. For more
information regarding Allergan, go to: www.allergan.com
Forward-Looking Statements
This press release contains “forward-looking statements” within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to statements
regarding Allergan’s earnings per share, strategic plan, and business
performance. These forward-looking statements are made as of the date
they were first issued and are based on current expectations as well as
the beliefs and assumptions of management. Forward-looking statements
are subject to a number of risks and uncertainties, many of which
involve factors or circumstances that are beyond Allergan's control.
Allergan expressly disclaims any intent or obligation to update these
forward-looking statements except as required by law. Additional
information concerning these and other risks can be found in press
releases issued by Allergan, as well as Allergan's public filings with
the U.S. Securities and Exchange Commission, including the discussion
under the heading “Risk Factors” in Allergan's most recent Annual Report
on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Copies
of Allergan's press releases and additional information about Allergan
are available at www.allergan.com
or you can contact the Allergan Investor Relations Department by calling
1-714-246-4636.
Important Additional Information
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. The Company has filed a
solicitation/recommendation statement on Schedule 14D-9 with the SEC
that has been mailed to stockholders of the Company. In addition, the
Company has filed a definitive solicitation statement with the SEC on
August 8, 2014 that has been mailed to stockholders of the Company.
INVESTORS AND STOCKHOLDERS OF ALLERGAN ARE ENCOURAGED TO READ THESE AND
ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders will be able to obtain free
copies of these documents as they become available and any other
documents filed with the SEC by the Company at the SEC's website at www.sec.gov.
In addition, copies will also be available at no charge at the Investors
section of the Company's website at www.allergan.com.
Copies of these materials may also be requested from Allergan's
information agent, Innisfree M&A Incorporated, toll-free at
877-800-5187. The Company, its directors and certain of its officers and
employees are participants in solicitations of Company stockholders.
Information regarding the names of the Company's directors and executive
officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company's proxy statement for
its 2014 annual meeting of stockholders, filed with the SEC on March 26,
2014, as supplemented by the proxy information filed with the SEC on
April 22, 2014. Additional information can be found in the Company's
Annual Report on Form 10-K for the year ended December 31, 2013, filed
with the SEC on February 25, 2014 and its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2014, filed with the SEC on August 5,
2014. To the extent holdings of the Company's securities have changed
since the amounts printed in the proxy statement for the 2014 annual
meeting of stockholders, such changes have been reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC.
Contacts:
Allergan Contacts
Bonnie
Jacobs, Allergan (714) 246-5134
Joele Frank, Dan Katcher, and Scott
Bisang, Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449
Source: Allergan, Inc.
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