Allergan Offers Comment Related to California Federal Court Ruling in Insider Trading Suit Against Valeant, Pershing Square

Loading...
Loading...
Allergan, Inc.
AGN
(“Allergan” or the “Company”) today commented on the ruling in the United States District Court for the Central District of California in the Company's federal securities litigation against Valeant Pharmaceuticals International, Inc. (“Valeant”), Pershing Square Capital Management, L.P. (“Pershing Square”) and its principal, William A. Ackman. In the ruling, the Court found that Allergan raised serious questions as to whether Valeant and Pershing Square violated SEC Rule 14e-3, which prohibits trading on the basis of material nonpublic information when an offering person has taken a substantial step or steps to commence a tender offer of a target company. Specifically, the Court found Allergan's argument “persuasive because, in promulgating Rule 14e-3, the SEC was concerned about the practice of ‘warehousing' (the practice of the tender offer or intentionally leaking information to institutional investors to allow those other entities to make early trades before other investors heard about the tender offer) because such a practice is unfair to investors who are trading at an informational disadvantage.” The Court ordered that Valeant and Pershing Square must make “corrective disclosures to their September 24, 2014 proxy solicitation statement in compliance with Section 14(a) of the Securities Exchange Act and Rule 14a-9 promulgated thereunder, including disclosure of the facts underlying Defendants' exposure to liability under Section 14(e) of the Securities Exchange Act and Rule 14e-3 promulgated thereunder.” Specifically, the Court ordered that Pershing Square and Valeant must disclose that: * “Pershing Square and Valeant's February 25 Relationship Agreement included an agreement that Pershing Square and Valeant agreed to be called “co-bidders” if the Allergan-Valeant transaction occurred by way of tender offer. * Allergan and Karah M. Parschauer's federal lawsuit against Pershing Square, Valeant, and PS Fund 1 alleged that they violated Rule 14e-3 by causing PS Fund 1 to acquire Allergan shares between February and April 2014 without publicly disclosing information about Valeant's plans for a tender offer. * The Court found that Plaintiff Parschauer raised serious questions as to whether Defendants' conduct between February and April 2014 violated Rule 14e-3.” The Company issued the following statement: “We are pleased that the Court ruled there are serious questions as to the merits of Allergan's insider trading case against Pershing Square and Valeant, and ordered them to revise their disclosures to reflect the truth behind their hostile acquisition plan. 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. The Allergan Board has a duty to ensure that any stockholder voting on corporate matters acquired their shares in accordance with the law and will file an emergency appeal with the United States Court of Appeals for the Ninth Circuit asking them to bar Pershing Square from voting its illegally acquired shares at the Special Meeting.”
Loading...
Loading...
Posted In: NewsLegalPress Releases
Benzinga simplifies the market for smarter investing

Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.

Join Now: Free!

Loading...