Allergan Board Says Valeant Tender Offer Is ‘Inadequate’

Allergan Inc. (AGN) said its directors met over the weekend and unanimously concluded the $54 billion tender offer by Valeant Pharmaceuticals International Inc. (VRX) is “grossly inadequate.”

Allergan’s board met June 21, after consulting with legal advisers and its financial advisers Goldman Sachs Group Inc. and Bank of America Corp. The Irvine, California-based company urged shareholders not to tender their shares.

“The urgency of the exchange offer disadvantages Allergan’s stockholders and evidences Valeant’s desperation to acquire Allergan to mask its continued weak organic growth,” the company said today in a statement.

Valeant has twice raised its bid to buy Botox maker Allergan as part of its strategy to become one of the world’s five biggest drugmakers. Its cash-and-stock bid will be followed by an effort to replace most of the board and force a merger with Laval, Quebec-based Valeant. Valeant has teamed with Bill Ackman, whose hedge fund Pershing Square Capital Management LP took a 9.7 percent stake in Allergan to drive the deal.

Shares of both companies were about unchanged with Allergan at $164.82 and Valeant at $121.21.

“Allergan’s rejection of Valeant’s proposal is based on beliefs and assumptions about our business that are not supported by the facts,” Valeant spokeswoman Laurie Little said in an e-mail. “We are confident that Allergan’s stockholders support our offer” and Valeant remains committed to the transaction.

Separately, Valeant posted a presentation today on its website refuting Allergan’s attacks to its business.

“We have done over 100 transactions since 2008, we have an unassailable track record of meeting/beating synergy targets,” the company said in the statement.

To contact the reporter on this story: Sonali Basak in New York at

To contact the editors responsible for this story: Reg Gale at Angela Zimm, Andrew Pollack

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