Allergan Issues Comment on Pershing's Definitive Proxy Statement
Allergan, Inc. (NYSE: AGN) (“Allergan” or the “Company”) today provided the
following comment in response to the definitive proxy solicitation filed by
Pershing Square Capital Management, L.P. (“Pershing Square”) in connection
with Pershing Square's request to call a Special Meeting of Stockholders (the
“Special Meeting”). At the Special Meeting, if called, Allergan stockholders
would be asked to remove a majority of the Company's existing directors in
connection with Valeant Pharmaceuticals International, Inc.'s (“Valeant”)
unsolicited exchange offer to acquire all outstanding common shares of
Allergan for 0.83 shares of Valeant common stock and $72.00 in cash, or
subject to proration, an amount of cash or a number of Valeant common shares
with the implied value set forth in the exchange offer (the “Exchange Offer”).
Under the current Board's leadership, which includes individuals with
significantly more industry experience than Pershing Square's recommended
nominees, Allergan continues to execute on its plan to drive near- and
long-term organic growth, enhance its growth prospects and continue generating
significant value for all of Allergan's stockholders. We believe Pershing
Square's attempt to replace a majority of the Allergan Board is a further
effort to support Valeant in its bid to acquire Allergan at a grossly
inadequate price that substantially undervalues the Company and creates
significant risks and uncertainties for Allergan stockholders. Valeant has
repeatedly failed to address the serious concerns raised by Allergan and
important members of the investment community about Valeant's anemic organic
growth driven by unsustainable price increases, among other fundamental
business model issues.
Allergan has a track record of consistently acting in the best interests of
its stockholders and the Board remains confident in the Company's ability to
create significantly more value than Valeant's proposal.
Goldman, Sachs & Co. and BofA Merrill Lynch are serving as financial advisors
to the Company and Latham & Watkins, Richards, Layton & Finger, P.A. and
Wachtell, Lipton, Rosen & Katz are serving as legal counsel to the Company.
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