Allergan receives written requests for special stockholder meeting
Allergan has received stockholders’ written requests for a special stockholders’ meeting. The requests were delivered by Pershing Square Capital Management, which is attempting to complete a merger between Allergan and Valeant Pharmaceuticals.
As part of the special meeting, Allergan stockholders would be asked to replace a majority of the company’s existing directors and address other matters related to Valeant’s merger proposal, according to a press release from Allergan.
In June, Valeant made an 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 an amount of cash or a number of Valeant common shares subject to proration.
Allergan officials and an independent inspector will review the written requests. Allergan is expected to report the results of the review after it is completed, according to the release.
“The Allergan Board of Directors continues to believe that Valeant’s unsolicited exchange offer is grossly inadequate and substantially undervalues Allergan,” the company said in the release. “In considering whether to submit written requests, stockholders were asked to evaluate if they wanted the opportunity to vote on the offer at a later date; not to evaluate the merits of the offer itself. In fact, many stockholders have explicitly conveyed their view that the requests are not an endorsement of Valeant’s offer.”
In April, Valeant proposed to acquire all outstanding Allergan shares for a combination of 0.83 shares of Valeant common stock and $48.30 in cash per share. Allergan rejected the offer and two subsequent merger proposals.
On Aug. 1, Allergan filed a lawsuit in the U.S. District Court against Valeant and William A. Ackman, principal of Pershing Square, citing violations to federal securities laws prohibiting insider trading, engagement in fraudulent practices and failure to disclose legally required information.