Valeant Pharmaceuticals And Pershing Square Respond To Frivolous Allergan Lawsuit

Valeant Pharmaceuticals And Pershing Square Respond To Frivolous Allergan 
Lawsuit 
LAVAL, Quebec and NEW YORK, Aug. 1, 2014 /CNW/ -- Valeant Pharmaceuticals 
International, Inc. (NYSE/TSX: VRX) and Pershing Square Capital Management, 
L.P. today responded to the filing of a federal lawsuit by Allergan, Inc. 
(NYSE: AGN) 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, CEO 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 unrivaled platform for growth and 
value creation." 
We 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 www.advancingallergan.com. 
About Valeant Pharmaceuticals International, Inc. 
Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) is a multinational 
specialty pharmaceutical company that develops, manufactures and markets a 
broad range of pharmaceutical products primarily in the areas of dermatology, 
eye health, neurology  and branded generics. More information about Valeant 
can be found at www.valeant.com. 
About Pershing Square 
Pershing Square Capital Management, L.P. is a SEC-registered investment 
advisor based in New York City. 
Forward-looking Statements 
This communication may contain forward-looking statements within the meaning 
of the Private Securities Litigation Reform Act of 1995 and Canadian 
securities laws.  These forward-looking statements include, but are not 
limited to, statements regarding Valeant's offer to acquire Allergan, its 
financing of the proposed transaction, its expected future performance 
(including expected results of operations and financial guidance), and the 
combined company's future financial condition, operating results, strategy and 
plans.  Forward-looking statements may be identified by the use of the words 
"anticipates," "expects," "intends," "plans," "should," "could," "would," 
"may," "will," "believes," "estimates," "potential," "target," "opportunity," 
"tentative," "positioning," "designed," "create," "predict," "project," 
"seek," "ongoing," "upside," "increases" or "continue" and variations or 
similar expressions. These statements are based upon the current expectations 
and beliefs of management and are subject to numerous assumptions, risks and 
uncertainties that change over time and could cause actual results to differ 
materially from those described in the forward-looking statements.  These 
assumptions, risks and uncertainties include, but are not limited to, 
assumptions, risks and uncertainties discussed in the company's most recent 
annual or quarterly report filed with the SEC and the Canadian Securities 
Administrators (the "CSA") and assumptions, risks and uncertainties relating 
to the proposed merger, as detailed from time to time in Valeant's filings 
with the SEC and the CSA, which factors are incorporated herein by reference.  
Important factors that could cause actual results to differ materially from 
the forward-looking statements we make in this communication are set forth in 
other reports or documents that we file from time to time with the SEC and the 
CSA, and include, but are not limited to: 


    --  the ultimate outcome of the offer and the second-step merger,
        including the ultimate removal or the failure to render
        inapplicable the obstacles to consummation of the offer and the
        second-step merger described in the offer to exchange;
    --  the ultimate outcome and results of integrating the operations
        of Valeant and Allergan, the ultimate outcome of Valeant's
        pricing and operating strategy applied to Allergan and the
        ultimate ability to realize synergies;
    --  the effects of the proposed combination of Valeant and
        Allergan, including the combined company's future financial
        condition, operating results, strategy and plans;
    --  the effects of governmental regulation on our business or
        potential business combination transactions;
    --  the ability to obtain regulatory approvals and meet other
        conditions to the offer, including the necessary stockholder
        approval, on a timely basis;
    --  Valeant's ability to sustain and grow revenues and cash flow
        from operations in our markets and to maintain and grow our
        customer base, the need for innovation and the related capital
        expenditures and the unpredictable economic conditions in the
        United States and other markets;
    --  the impact of competition from other market participants;
    --  the development and commercialization of new products;
    --  the availability and access, in general, of funds to meet our
        debt obligations prior to or when they become due and to fund
        our operations and necessary capital expenditures, either
        through (i) cash on hand, (ii) free cash flow, or (iii) access
        to the capital or credit markets;
    --  our ability to comply with all covenants in our indentures and
        credit facilities, any violation of which, if not cured in a
        timely manner, could trigger a default of our other obligations
        under cross-default provisions; and
    --  the risks and uncertainties detailed by Allergan with respect
        to its business as described in its reports and documents filed
        with the SEC.

All forward-looking statements attributable to us or any person acting on our 
behalf are expressly qualified in their entirety by this cautionary statement. 
 Readers are cautioned not to place undue reliance on any of these 
forward-looking statements. These forward-looking statements speak only as of 
the date hereof.  Valeant undertakes no obligation to update any of these 
forward-looking statements to reflect events or circumstances after the date 
of this communication or to reflect actual outcomes.

ADDITIONAL INFORMATION

This communication does not constitute an offer to buy or solicitation of an 
offer to sell any securities. This communication relates to the exchange offer 
which Valeant has made to Allergan stockholders. The exchange offer is being 
made pursuant to a tender offer statement on Schedule TO (including the offer 
to exchange, the letter of election and transmittal and other related offer 
materials) and a registration statement on Form S-4 filed by Valeant with the 
SEC on June 18, 2014 and with the CSA, as each may be amended from time to 
time.  These materials contain important information, including the terms and 
conditions of the offer.  In addition, Valeant has filed a preliminary proxy 
statement with the SEC on June 24, 2014, as may be amended from time to time, 
Pershing Square Capital Management, L.P. ("Pershing Square") has filed a 
definitive solicitation statement with the SEC on July 11, 2014, and a 
preliminary proxy statement on July 23, 2014, and Valeant and Pershing Square 
(and, if a negotiated transaction is agreed, Allergan) may file one or more 
additional proxy statements or other documents with the SEC.  This 
communication is not a substitute for any proxy statement, registration 
statement, prospectus or other document Valeant, Pershing Square and/or 
Allergan have filed or may file with the SEC in connection with the proposed 
transaction. INVESTORS AND SECURITY HOLDERS OF VALEANT AND ALLERGAN ARE URGED 
TO READ THE TENDER OFFER STATEMENT, REGISTRATION STATEMENT, AND ANY OTHER 
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY 
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED 
TRANSACTION. Any definitive proxy statement(s) (if and when available) will be 
mailed to stockholders of Allergan and/or Valeant, as applicable. Investors 
and security holders may obtain free copies of the tender offer statement, the 
registration statement and other documents (if and when available) filed with 
the SEC by Valeant and/or Pershing Square through the web site maintained by 
the SEC at http://www.sec.gov.

Information regarding the names and interests in Allergan and Valeant of 
Valeant and persons related to Valeant who may be deemed participants in any 
solicitation of Allergan or Valeant shareholders in respect of a Valeant 
proposal for a business combination with Allergan is available in the 
additional definitive proxy soliciting materials in respect of Allergan filed 
with the SEC by Valeant on April 21, 2014 and May 28, 2014.  Information 
regarding the names and interests in Allergan and Valeant of Pershing Square 
and persons related to Pershing Square who may be deemed participants in any 
solicitation of Allergan or Valeant shareholders in respect of a Valeant 
proposal for a business combination with Allergan is available in additional 
definitive proxy soliciting material in respect of Allergan filed with the SEC 
by Pershing Square.  The additional definitive proxy soliciting material 
referred to in this paragraph can be obtained free of charge from the sources 
indicated above.
    Contact Information:
    Valeant Pharmaceuticals:
    Investors:                                  Media:
    Laurie W. Little                            Renee E. Soto/Meghan Gavigan
    Valeant Pharmaceuticals International, Inc. Sard Verbinnen & Co.
    949-461-6002                                212-687-8080
    laurie.little@valeant.com                   rsoto@sardverb.com / mgavigan@sardverb.com
    Pershing Square:
    Carolyn Sargent
    Rubenstein Associates
    212-843-8030
    csargent@rubenstein.com

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SOURCE  Valeant Pharmaceuticals International, Inc. 
CO: Allergan, Inc.
ST: New York
NI: HEA MTC BTC LAW VERDICTS LAWVIEWS  
-0- Aug/01/2014 19:01 GMT
 
 
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