Valeant prepared to increase offer to $200 per share for Allergan

The letter was sent on the same day that Allergan released its financial results for the third quarter of 2014 (see below).In the letter, Mr Michael Pearson, chairman and chief executive officer of Valeant, said: You have refused all of our offers to meet and answer any questions you may have about Valeant or about our offer. Our third-quarter earnings have clearly refuted those attacks and fully validated our business model. Valeant is prepared to improve its offer and provide value to your shareholders of at least $200 a share.It is past time for the board to take control of this process, do what is right for the Allergan shareholders and come to the table. 18 Decber [the date set for a shareholders meeting] is not far away. In response, Allergan’s comments on Valeant’s letter, stated: Delivering value to Allergan’s stockholders rains the board’s highest priority. If Valeant were to make an increased offer, the board would carefully consider it and respond in due course. However, to date, as we have noted repeatedly, Valeant’s offers have been grossly inadequate and significantly undervalued Allergan. The Allergan board has taken a number of actions over the past six months that have delivered tangible value to our stockholders and will continue to do so in the future. With the release of our third-quarter results, Allergan continues to accelerate the delivery of value to its stockholders. During the most recent quarter, according to a statent released on 17 October, Allergan has taken the following actions against Valeant’s unsolicited proposal:On 1 August 2014, Allergan filed a lawsuit in the United States District Court for the Central District of California against Valeant, Pershing Square Capital Managent, LP and its principal, William Ackman, alleging that they violated federal securities laws prohibiting insider trading, engaged in other fraudulent practices, and failed to disclose legally-required information.On 11 August, Allergan announced that it received a request for additional information under the Hart-Scott-Rodino Act from the US Federal Trade Commission in connection with Valeant’s unsolicited acquisition proposal of Allergan. While Allergan intends to respond, the company noted that second request investigations typically take some time to conclude, and Allergan cannot predict how long thatinvestigation will take.On 15 Septber, Allergan announced that it reached an agreent with Pershing Square and Valeant under which Allergan agreed to hold the special meeting of stockholders on the already scheduled date of 18 Decber, without restriction, and Pershing Square and Valeant dismissed their pending litigation before the Delaware Court of Chancery. Allergan has established 39 October as the record date for stockholders being entitled to vote at the special meeting.Much of Allergan’s third quarter of 2014 was spent fending off the hostile takeover bid by Valeant that began with an unsolicited proposal during the second quarter of this year, followed by Valeant upping its bid in May 2014, and then increasing its offer again with a proposal directly to stockholders. The following month, Allergan rejected Valeant’s offers, and continues to do so.

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