Mr. J. Michael Pearson reports
VALEANT PHARMACEUTICALS AND PERSHING SQUARE RESPOND TO FRIVOLOUS ALLERGAN LAWSUIT; DESPERATE ALLERGAN ATTEMPT TO INTERFERE WITH THE SPECIAL MEETING
Valeant Pharmaceuticals International Inc. and Pershing Square Capital Management LP have responded to the filing of a federal lawsuit by Allergan Inc. in California. The complaint makes baseless claims about Valeant and Pershing Square regarding the tender offer rules. Allergan's true purpose in bringing the litigation is an attempt to interfere with shareholders' efforts to call a special meeting. That purpose is made clear in a separate letter Allergan sent today to the Delaware Court of Chancery. In that letter, Allergan noted that its bylaws "provide that the corporate secretary 'shall consider ineffective' any special meeting requests that are 'made in a manner that involved a violation of Regulation 14A under the Exchange Act, or other applicable law.'"
Pershing Square is targeting the middle of August for delivering shareholder requests to call a special meeting. Pershing Square and Valeant are confident that this desperate attempt to delay or avoid the special meeting will not succeed. The independent proxy advisory firms are expected to issue their recommendations on this matter in the near future, and this lawsuit also seeks to distract from those forthcoming recommendations.
Bill Ackman, chief executive officer of Pershing Square, stated: "This is a shameless attempt by Allergan to delay the shareholders' fundamental right to call a special meeting and vote their shares. Allergan is threatened by our progress toward calling the special meeting. This scorched-earth approach is further evidence of the board's and management's further entrenchment." Mr. Ackman continued, "Allergan's determination to waste money on a baseless lawsuit against its largest shareholder further demonstrates why this board of directors should be removed."
J. Michael Pearson, chairman and chief executive officer of Valeant, added: "We are disappointed that Allergan continues to stand in the way of its shareholders' right to voice their views on a transaction with Valeant. Despite Allergan's attempted roadblocks, we remain committed to pursuing this compelling combination, which will create an unrivalled platform for growth and value creation."
Valeant and Pershing Square encourage all interested parties to review Allergan's letter to the Delaware Court of Chancery, and its lawsuit against Valeant and Pershing Square, which will be available shortly on the Advancing Allergan website.
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