Valeant, Ackman's Pershing Square Issue Response to 'Frivolous Allergan Lawsuit'
Pharmaceuticals International, Inc. (NYSE: VRX) and Pershing Square
Capital Management, L.P. today responded to the filing of a federal lawsuit by
Allergan, Inc. (NYSE: AGN) in California. The complaint makes baseless claims
about Valeant and Pershing Square regarding the tender offer rules.
Allergan's true purpose in bringing the litigation is an attempt to interfere
with shareholders' efforts to call a special meeting. That purpose is made
clear in a separate letter Allergan sent today to the Delaware Court of
Chancery. In that letter, Allergan noted that its bylaws "provide that the
Corporate Secretary 'shall consider ineffective' any Special Meeting Requests
that are 'made in a manner that involved a violation of Regulation 14A under
the Exchange Act, or other applicable law.'"
Pershing Square is targeting the middle of August for delivering shareholder
requests to call a special meeting. Pershing Square and Valeant are confident
that this desperate attempt to delay or avoid the special meeting will not
succeed. The independent proxy advisory firms are expected to issue their
recommendations on this matter in the near future, and this lawsuit also seeks
to distract from those forthcoming recommendations.
Bill Ackman, CEO of Pershing Square, stated: "This is a shameless attempt by
Allergan to delay the shareholders' fundamental right to call a special
meeting and vote their shares. Allergan is threatened by our progress toward
calling the special meeting. This scorched-earth approach is further evidence
of the board's and management's further entrenchment."
Mr. Ackman continued, "Allergan's determination to waste money on a baseless
lawsuit against its largest shareholder further demonstrates why this board of
directors should be removed."
J. Michael Pearson, chairman and chief executive officer of Valeant, added:
"We are disappointed that Allergan continues to stand in the way of its
shareholders right to voice their views on a transaction with Valeant. Despite
Allergan's attempted roadblocks, we remain committed to pursuing this
compelling combination, which will create an unrivaled platform for growth and
We encourage all interested parties to review Allergan's letter to the
Delaware Court of Chancery and its lawsuit against Valeant and Pershing
Square, which will be available shortly on www.advancingallergan.com.
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