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Valeant Pharmaceuticals
International, Inc. ("Valeant")
VRX today announced that it
is making an offer for Allergan, Inc.
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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