Allergan, Valeant Pharmaceuticals deal

On Aug. 26, Allergan set a Dec. 18 date for a special shareholder meeting at which Valeant and Allergan’s largest shareholder, hedge fund Pershing Square Capital, hope to install board members who would approve Valeant’s hostile takeover bid. Earlier in the month, Valeant extended its unsolicited, revised tender offer to acquire Allergan in a cash and stock deal that values Allergan at about $52.5 billion to Dec. 31 from Aug. 15. At Aug. 15, about 12.5 million shares, or about 4%, had been tendered. Also last month, both companies received a request for additional information from the U.S. Federal Trade Commission (FTC) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on Valeant’s planned acquisition of Allergan.

At the beginning of the month, Allergan filed suit in the U.S. District Court for the Central District of California alleging that Valeant and Pershing violated federal securities laws. The suit alleges that between February and April, Pershing Square purchased Allergan stock and securities valued at over $3.2 billion from unknowing Allergan stockholders while aware of Valeant’s nonpublic takeover intentions. The suit also alleges that Valeant and Pershing Square have demonstrated false and misleading proxy solicitation materials and repeatedly misstated the certainty of the proposed transaction and the value of the consideration being offered to Allergan shareholders. Allergan is seeking a declaration that Pershing and Valeant violated insider trading and disclosure laws and an order rescinding Pershing’s purchase of the Allergan shares it acquired illegally. Valeant and Pershing Square said the complaint makes “baseless claims.” ...