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


Crypto Whales Are Loading Up — Are You?

New research shows the biggest crypto buyers are back. And this time? They could hold for the possibility that Bitcoin will surpass $100,000 in 2024. You don’t want to miss the next massive crypto bull run like we saw in 2020 and 2021. To know exactly what’s going on and what to buy… Get Access To Benzinga’s Best Crypto Research and Investments For Only $1.


Allergan, Inc. (NYSE: AGN) (“Allergan” or the “Company”) today commented onthe ruling in the United States District Court for the Central District ofCalifornia in the Company's federal securities litigation against ValeantPharmaceuticals International, Inc. (“Valeant”), Pershing Square CapitalManagement, L.P. (“Pershing Square”) and its principal, William A. Ackman.In the ruling, the Court found that Allergan raised serious questions as towhether Valeant and Pershing Square violated SEC Rule 14e-3, which prohibitstrading on the basis of material nonpublic information when an offering personhas taken a substantial step or steps to commence a tender offer of a targetcompany. Specifically, the Court found Allergan's argument “persuasivebecause, in promulgating Rule 14e-3, the SEC was concerned about the practiceof ‘warehousing' (the practice of the tender offer or intentionally leakinginformation to institutional investors to allow those other entities to makeearly trades before other investors heard about the tender offer) because sucha practice is unfair to investors who are trading at an informationaldisadvantage.”The Court ordered that Valeant and Pershing Square must make “correctivedisclosures to their September 24, 2014 proxy solicitation statement incompliance with Section 14(a) of the Securities Exchange Act and Rule 14a-9promulgated thereunder, including disclosure of the facts underlyingDefendants' exposure to liability under Section 14(e) of the SecuritiesExchange Act and Rule 14e-3 promulgated thereunder.” Specifically, the Courtordered 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 themerits of Allergan's insider trading case against Pershing Square and Valeant,and ordered them to revise their disclosures to reflect the truth behind theirhostile acquisition plan.The Allergan Board of Directors is strongly committed to protecting thestockholder franchise and believes it is important that the rights of theCompany's stockholders not be infringed by the actions of one hedge fund thatsignificantly profited (to the detriment of other stockholders and the market)by trading in Allergan securities while in possession of material non-publicinformation regarding Allergan.The Allergan Board has a duty to ensure that any stockholder voting oncorporate matters acquired their shares in accordance with the law and willfile an emergency appeal with the United States Court of Appeals for the NinthCircuit asking them to bar Pershing Square from voting its illegally acquiredshares at the Special Meeting.”

Crypto Whales Are Loading Up — Are You?

New research shows the biggest crypto buyers are back. And this time? They could hold for the possibility that Bitcoin will surpass $100,000 in 2024. You don’t want to miss the next massive crypto bull run like we saw in 2020 and 2021. To know exactly what’s going on and what to buy… Get Access To Benzinga’s Best Crypto Research and Investments For Only $1.


ENTER TO WIN $500 IN STOCK OR CRYPTO

Enter your email and you'll also get Benzinga's ultimate morning update AND a free $30 gift card and more!

Posted In: NewsLegalPress Releases