Allergan Files Lawsuit in Federal Court against Valeant and Pershing Square for Violations of Federal Securities Laws

  Allergan Files Lawsuit in Federal Court against Valeant and Pershing Square
  for Violations of Federal Securities Laws

  Complaint Alleges Pershing Square and Valeant Circumvented Insider Trading
                       Laws and Violated SEC Rule 14e-3

Allergan Believes Pershing Square and Valeant Have Failed to Disclose Material
               Information in Order to Advance Takeover Attempt

  Allergan is Committed to Protecting Rights of All Stockholders; Will Seek
                              Expedited Decision

Business Wire

IRVINE, Calif. -- August 1, 2014

Allergan, Inc. (NYSE: AGN) (“Allergan” or the “Company”) today filed a lawsuit
in the United States District Court for the Central District of California
against Valeant Pharmaceuticals International, Inc. (“Valeant”), Pershing
Square Capital Management, L.P. (“Pershing Square”) and its principal, William
A. Ackman, alleging that Valeant, Pershing Square and Mr. Ackman violated
federal securities laws prohibiting insider trading, engaged in other
fraudulent practices, and failed to disclose legally required information.

After careful consideration, Allergan decided to file the lawsuit in order to
ensure that all of its stockholders have the opportunity to make decisions
regarding their investment in the Company based on compliant, full and fair
disclosures, and to ensure that any stockholders voting on corporate matters
acquired their shares in accordance with the law. The Allergan Board of
Directors is strongly committed to protecting the stockholder franchise and
believes it is important that the rights of the Company’s stockholders not be
infringed by the actions of one hedge fund that significantly profited (to the
detriment of other stockholders and the market) by trading in Allergan
securities while in possession of material non-public information regarding
Allergan. Specifically, as the complaint alleges, between February 2014 and
April 2014, Pershing Square purchased Allergan stock and securities then
valued at over $3.2 billion from unknowing Company stockholders while fully
aware of Valeant’s nonpublic takeover intentions, thereby securing for itself
and depriving the selling stockholders of value appreciation worth
approximately $1.2 billion upon Valeant’s announcement of its initial offer on
April 22, 2014.

In its complaint, Allergan is seeking, among other remedies, a declaration
from the court that Pershing Square and Valeant violated insider trading and
disclosure laws, and an order rescinding Pershing Square’s purchase of the
Allergan shares it acquired illegally. Allergan reserves the right to seek
additional remedies against all appropriate parties.

Details of the Complaint

The complaint alleges that Valeant, Pershing Square and Mr. Ackman, violated
Sections 13(d), 14(a), and 14(e) of the Securities Exchange Act of 1934 (the
“Exchange Act”), which prohibit insider trading and require full and fair
disclosure for stockholders in the context of proxy solicitations and tender
offers, and the rules promulgated by the U.S. Securities and Exchange
Commission (“SEC”) under those Sections, including Rule 14e-3.

The complaint alleges, among other things, that:

  *Valeant always directed the unsolicited transaction to acquire Allergan
    toward a tender offer. Valeant’s Chairman and Chief Executive Officer, J.
    Michael Pearson, confirmed the foregoing on June 17, 2014, when he said of
    Valeant’s initial proposal: “We suspected at the time it would ultimately
    have to go directly to Allergan shareholders. We were correct.”
  *Debt-laden Valeant did not have the resources to acquire Allergan, and
    therefore sought third-party financing assistance from Mr. Ackman and his
    hedge fund, Pershing Square, which are wholly separate persons from
    Valeant.
  *By the time Valeant and Pershing Square entered into their financing
    agreement, Valeant had taken what prior courts have held to be substantial
    steps toward a tender offer, including: (i) hiring financial and legal
    advisors, (ii) holding multiple board and committee meetings, and (iii)
    negotiating the respective financial commitments of the parties.
  *After Valeant shared its nonpublic takeover intentions with its
    third-party financier, and after taking these substantial steps toward a
    tender offer, an LLC entity formed and controlled entirely by Pershing
    Square – PS Fund 1, LLC – purchased significant amounts of Allergan stock
    and other securities using zero-strike price call options and equity
    forwards, without disclosing Valeant’s intentions to the market. As a
    result, the parties who sold such securities to PS Fund 1 were
    significantly damaged.
  *An examination of trading activity between February 2014 and April 2014
    establishes that PS Fund 1, at the direction of Mr. Ackman and Pershing
    Square, was the sole purchaser of Allergan stock and other securities, and
    that Valeant purchased no shares of Allergan stock or other securities.
  *Valeant’s belated addition as a de minimis investor in PS Fund 1 does not
    change these facts. Indeed, by the time Valeant was added as a member of
    and contributed capital to PS Fund 1, the fund had already acquired more
    than 11 million Allergan shares or options.
  *The terms of the parties’ agreement and the parties’ subsequent actions
    make clear that Valeant, and not PS Fund 1, Pershing Square or Mr. Ackman,
    was and has continued to be the sole person seeking to acquire Allergan.
  *Mr. Ackman has repeatedly represented that he was simply “Allergan’s
    largest shareholder” interested in “maximiz[ing] value for all Allergan
    shareholders,” whether through a transaction with Valeant or by
    “identifying a superior transaction with another company.”
  *PS Fund 1’s rapid acquisition of a total of 9.7% of outstanding Allergan
    stock, while in possession of material nonpublic information, violated
    Rule 14e-3.
  *Valeant and Pershing Square’s construction of a shell entity through which
    to act, and their self-serving description of that relationship through
    which they have sought to mask these facts, does not and cannot legitimize
    their unlawful conduct.

Rule 14e-3, promulgated by the SEC under the Exchange Act, 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 was and is the
“offering person” within the meaning of this rule, took substantial steps to
commence a tender offer for Allergan and tipped Mr. Ackman (and the entities
he controls) – the “other person” within the meaning of this rule – to those
otherwise undisclosed intentions, and that Mr. Ackman then traded in Allergan
securities on the basis of this material, nonpublic information.

The complaint also alleges that in furtherance of their takeover efforts,
Valeant and Pershing Square have:

  *Released demonstrably false and misleading proxy solicitation materials
    that misstate their relationship and intentions regarding a transaction;
    and
  *Repeatedly misstated the certainty of the proposed transaction and the
    value of the consideration being offered to Allergan stockholders, among
    other material facts – information that is critical to Allergan
    stockholders in considering whether to deliver consents in favor of a
    special stockholder meeting, and whether to tender their shares to Valeant
    in an exchange offer.

Allergan fully supports the rights of its stockholders to call a special
meeting in accordance with the Company’s charter and bylaws, and therefore
will seek expedition of the federal court’s decision so that the Company can
quickly resolve this matter and continue focusing on delivering enhanced value
to all of its stockholders.

About Allergan

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

Forward-Looking Statements

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 a proposed offer or
proposal by Valeant and/or Pershing Square. 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.

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 preliminary solicitation statement with the SEC on July 29, 2014 and intends
to file a definitive solicitation statement. Any definitive solicitation
statement will be 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 March 31, 2014, filed with
the SEC on May 7, 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.

Contact:

Allergan Contacts
Bonnie Jacobs, Allergan, (714) 246-5134
or
Joele Frank, Dan Katcher, and Scott Bisang, Joele Frank, Wilkinson Brimmer
Katcher, (212) 355-4449
 
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