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  http://photos.prnewswire.com/prnvar/20101025/LA87217LOGO  Logo - http://photos.prnewswire.com/prnh/20101025/LA87217LOGO    SOURCE  Valeant Pharmaceuticals International, Inc.  CO: Allergan, Inc. ST: New York NI: HEA MTC BTC LAW VERDICTS LAWVIEWS  
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