UPDATE: Valeant, Pershing Square Have Made Revised Offer for Allergan, $72/Share in Cash, 0.83 VRX Shares
Valeant Pharmaceuticals International, Inc. ("Valeant") (NYSE: VRX) today announced that it is making an offer for Allergan, Inc. (NYSE: AGN) under which each Allergan share would be exchanged for $72.00 in cash and 0.83 shares of Valeant common stock, based on the fully diluted number of Allergan shares outstanding. This offer is subject to prompt good faith negotiation of a merger agreement between Valeant and Allergan. Shareholders will continue to be able to elect cash and/or Valeant stock, subject to proration. Pershing Square, Allergan's largest shareholder with a 9.7% stake, has agreed to elect only stock consideration in the transaction and exchange their Allergan shares for Valeant shares at a 1.22659 exchange ratio, based on yesterday's closing stock prices of Allergan and Valeant, and receive no cash consideration.
Bill Ackman, CEO of Pershing Square said: "Early this morning, I called Mike and offered to give up $600 million of value to the other Allergan shareholders and exchange our shares for Valeant stock if Valeant were prepared to increase its offer to the other Allergan shareholders. We believe that our gesture to the other Allergan owners makes an extraordinarily strong statement about our belief in the long-term value of this highly strategic business combination. We are delighted that Valeant has agreed to step up for the benefit of all Allergan shareholders. We look forward to the Allergan board immediately entering into negotiations with Valeant and finalizing this transaction."
J. Michael Pearson, Chairman and CEO of Valeant stated: "We believe our revised offer provides enormous value to both Valeant and Allergan shareholders. We strongly believe that applying Valeant's operating philosophy, strategy, and financial discipline to a broader set of durable assets will continue to create substantial returns for shareholders over the short, intermediate, and long term. We are very committed to getting this deal done, and are now modifying our offer with the assistance of Pershing Square to increase the economics for all Allergan shareholders."
Conference Call and Webcast Information
The Company will host a conference call and a live Internet webcast along with a slide presentation today at 8:00 a.m. ET (5:00 a.m. PT), June 2, 2014 to discuss the proposed offer for Allergan. The dial-in number to participate on this call is (877) 876-8393 confirmation code 54679872. International callers should dial (973) 200-3961, confirmation code 54679872. A replay will be available following the conclusion of the conference call through June 9, 2014 and can be accessed by dialing (855) 859-2056, or (404) 537-3406, confirmation code 54679872. The live webcast of the conference call may be accessed through the investor relations section of the Company's corporate website at www.valeant.com.
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