News Column

Pershing Square Submits Requisite Requests from Allergan Shareholders to Call Special Meeting

September 13, 2014



By a News Reporter-Staff News Editor at Investment Weekly News -- Pershing Square Capital Management, L.P. ("Pershing Square"), the largest shareholder of Allergan, Inc. (NYSE:AGN) ("Allergan"), announced that it submitted the required documentation to compel Allergan to call a special meeting of Allergan shareholders. The written requests, from shareholders owning 31% of Allergan's shares, exceed the requirements under Allergan's certificate of incorporation and bylaws to call a special meeting. A substantial majority of the consents were delivered by shareholders who were holders of Allergan prior to the announcement of the proposal by Valeant Pharmaceuticals International, Inc. (NYSE:VRX) ("Valeant") and Pershing Square, and includes some of the longest-standing and largest shareholders of the company.

The delivery of the consents starts the clock on the calling of the Special Meeting under the bylaws. Under its own interpretation of its bylaws, Allergan is now required to call the meeting no later than December 20, 2014. Today, Pershing Square and Valeant filed litigation in Delaware seeking declaratory relief to require Allergan to schedule the meeting.

Over the next few weeks, Pershing Square expects to deliver additional requests from shareholders who are in the process of completing the required documentation.

Under the terms of the bylaws, Allergan shareholders have the opportunity to add to and update their consents with additional shares acquired through September 14, 2014. In addition, existing and new shareholders who have not previously submitted requests may submit requests for the meeting prior to that date. Pershing Square encourages shareholders to contact Ed McCarthy at D.F. King at 212-269-5550 for assistance.

Pershing Square CEO Bill Ackman, commented: "The degree of support received is remarkable in light of the extraordinarily burdensome requirements that shareholders have had to meet to deliver their consents. No special meeting has ever been called with shareholders being required to comply with such onerous procedural and informational requirements. Unfortunately, we were not able to accommodate all shareholders who wished to support the calling of the meeting as many were unable to comply with the requirements."

Mike Pearson, Chairman and CEO, of Valeant Pharmaceuticals said: "We remain firmly committed to pursuing a merger of Valeant and Allergan and are greatly appreciative of the shareholder support received to call the meeting. We look forward to the opportunity to negotiate a transaction which is in the best interest of both companies."

At the special meeting, Allergan shareholders will have the opportunity to voice their support for a number of critical matters, including the removal of six incumbent members of the Allergan board, the appointment of an independent slate of directors, amendments to Allergan's bylaws to eliminate onerous restrictions on the calling of a special meeting, a request that Allergan engage in negotiations with Valeant and Pershing Square, and certain other actions to improve corporate governance of Allergan. Pershing Square's call to hold a special meeting was strongly supported by the leading proxy advisory firms Institutional Shareholder Services Inc. and Glass, Lewis & Co.

Keywords for this news article include: Investment Companies, Legal Issues, Pershing Square Capital Management L.P., Pharmaceutical Companies, Pharmaceutical Company, Valeant Pharmaceuticals International.

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Source: Investment Weekly News


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