Valeant Pharmaceuticals And Pershing Square Respond To Frivolous Allergan
Desperate Allergan Attempt to Interfere with the Special Meeting
LAVAL, Quebec and NEW YORK, Aug. 1, 2014
LAVAL, Quebec and NEW YORK, Aug. 1, 2014 /PRNewswire/ --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
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.
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:
othe 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;
othe 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
othe effects of the proposed combination of Valeant and Allergan, including
the combined company's future financial condition, operating results,
strategy and plans;
othe effects of governmental regulation on our business or potential
business combination transactions;
othe ability to obtain regulatory approvals and meet other conditions to
the offer, including the necessary stockholder approval, on a timely
oValeant'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;
othe impact of competition from other market participants;
othe development and commercialization of new products;
othe 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;
oour 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;
othe 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.
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
Laurie W. Little Renee E. Soto/Meghan Gavigan
Valeant Pharmaceuticals International, Sard Verbinnen & Co.
firstname.lastname@example.org email@example.com /
Valeant Pharmaceuticals International, Inc.
Logo - http://photos.prnewswire.com/prnh/20101025/LA87217LOGO
SOURCE Valeant Pharmaceuticals International, Inc.
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