|[August 26, 2014]
Allergan to Request California Federal Court Block Valeant and Pershing Square from Voting Shares Acquired in Violation of Insider Trading Laws
IRVINE, Calif. --(Business Wire)--
Allergan, Inc. (NYSE: AGN (News - Alert)) ("Allergan" or the "Company") announced today
that it has 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
(NYSE: VRX) ("Valeant"), Pershing Square Capital Management, L.P.
("Pershing Square"), and its principal, William A. Ackman, for
violations of the federal securities laws. In addition, Allergan
announced that it will hold a Special Meeting of Stockholders (the
"Special Meeting") on December 18, 2014, subject to confirmation by
Allergan that the meeting has been validly requested in compliance with
Allergan's bylaws. Allergan has established an October 27, 2014 record
date for stockholders entitled to vote at the Special Meeting.
In its preliminary injunction motion, Allergan will seek an order
barring Valeant, Pershing Square, Mr. Ackman, and entities affiliated
with them from exercising any rights or benefits associated with
Allergan shares that have been acquired unlawfully. Such an order would
prevent Valeant, Pershing Square, and Mr. Ackman from voting their
shares in any special meeting.
Allergan's proposed schedule would require expedited discovery to be
completed in October 2014, and would set a hearing on Allergan's
anticipated preliminary injunction motion in advance of the Company's
Special Meeting. Should Allergan succeed in obtaining a preliminary
injunction in its federal lawsuit, Valeant, Pershing Square, and Mr.
Ackman's shares will not be counted toward the special meeting request.
Allergan's lawsuit, filed August 1, 2014, alleges that Pershing Square,
Mr. Ackman, and Valeant violated insider trading laws and failed to
provide full and fair disclosure to Allergan's stockholders. The federal
court last week noted "the seriousness of [Allergan's] federal
securities laws claims" and provided the parties with a roadmap for
adjudicating those claims on a prompt basis if and when the defendants
submitted a sufficient number of stockholder requests for a special
Allergan's federal lawsuit alleges that Valeant, Pershing Square and Mr.
Ackman, violated Sections 13(d), 14(a), and 14(e) of Securities Exchange
Act of 1934 (the "Exchange Act"), which prohibit insider trading and
require full and fair disclosure to stockholders in the context of proxy
solicitations and tender offers. Rule 14e-3, promulgated by the U.S.
Securities and Exchange Commission ("SEC (News - Alert)") pursuant to Section 14(e),
provides that where any "offering person" has taken "a substantial step
or steps" to commence a tender offer of a target company, any "other
person" who is in possession of material nonpublic information relating
to that tender offer is prohibited from purchasing or selling any
securities of the target company, unless the information is publicly
disclosed within a reasonable time prior to the purchase or sale. The
complaint alleges that Valeant, who is the "offering person," took
substantial steps to commence a tender offer for Allergan and tipped Mr.
Ackman (and entities he controls) - the "other person" - to those
undisclosed intentions. The complaint further alleges that Mr. Ackman
then traded in Allergan securities on the basis of this material,
nonpublic information, reaping more than $1 billion in paper profits
from unsuspecting stockholders who were unaware of the upcoming offer.
The federal court case is Allergan, Inc v. Valeant Pharmaceuticals
International, Inc., No. 14-CV-1214-DOC (ANx) (C.D. Cal.).
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's 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").
The Allergan Board of Directors continues to believe that Valeant's
unsolicited exchange offer is grossly inadequate and substantially
undervalues Allergan. The Allergan Board remains focused on enhancing
value for stockholders, and is confident in the Company's ability to
create significantly more value than Valeant's offer.
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 the litigation. 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. The Company notes that forward-looking statements made
in connection with a tender offer are not subject to the safe harbors
created by the Private Securities Litigation Reform Act of 1995.
About Allergan, Inc.
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.
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.
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