BY EMAIL AND FACSIMILE
May 12, 2014
Matthew J. Maletta
Vice President, Associate General Counsel and Secretary
2525 Dupont Drive
Irvine, CA 92612
Facsimile: (714) 246-4774
Re: Request for Stocklist Materials
Dear Mr. Maletta:
Pershing Square Capital Management, L.P., a Delaware limited partnership, submits this letter on behalf of PS Fund 1, LLC, a Delaware limited liability company (the “Requesting Stockholder”), which beneficially owns an aggregate of 28,878,538 shares of common stock, par value $.01 per share, of Allergan, Inc., a Delaware corporation (the “Company”). Attached as Exhibit A is documentary evidence of the Requesting Stockholder’s beneficial ownership of 28,878,538 shares of common stock of the Company as of May 9, 2014, and such documentary evidence is a true and correct copy of what it purports to be. The Requesting Stockholder continues to own the shares reflected on Exhibit A. In addition, attached as Exhibit B is the Schedule 13D and amendments thereto filed by Pershing Square Capital Management, L.P., which provide additional information regarding the Requesting Stockholder’s ownership of common stock of the Company.
Pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”), the Requesting Stockholder hereby demands, during the Company’s usual hours for business, to inspect, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders and its other books and records, including the following information:
(a) A complete record or list of the holders of record of the outstanding shares of the Company’s capital stock (“Stock”), certified by the Company or its transfer agent and registrar, showing in respect of each such holder (A) the name, last known business, residence or mailing address, and telephone number of each such holder; (B) the number of shares of Stock held by each such holder; and (C) the account numbers of each such holder.
(b) A complete record or list of the participants to whom shares of Stock are attributable under any employee stock ownership, stock purchase, stock option, retirement, restricted stock, incentive, profit sharing, dividend reinvestment or any similar plan of the Company in which voting of shares under the plan is controlled, directly or indirectly, individually or collectively, by such plan’s participants, showing in respect of each such participant (i) the name, last known business, residence or mailing address, and telephone number of each such holder; (ii) the number of shares of Stock attributable to each such participant in any such plan; and (iii) the name, business address and telephone number of the trustee or administrator of any such plan, and a detailed explanation of the voting treatment not only of shares of Stock for which the trustee or administrator receives instructions from participants, but also shares of Stock for which either they do not receive instructions or shares of Stock which are outstanding in any such plan but are unallocated to any participant.
(c) A complete record or list of the holders of Stock and respondent banks who have elected to receive electronic copies of proxy materials with respect to meetings of stockholders of the Company pursuant to Rule 14a-16(j)(2) of the Exchange Act.
(d) All transfer journals and daily transfer sheets showing changes in the names, addresses and number of shares of holders of Stock which are in or come into the possession or control of the Company or any of its transfer agents, registrars or proxy solicitors, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or their respective nominees.
(e) All information in or which comes into possession or control of the Company or any of its transfer agents, registrars or proxy solicitors, or which can reasonably be obtained from The Depository Trust Company (DTC), brokers, dealers, banks, clearing agencies, voting trustees or their respective nominee, concerning the names, addresses and number of shares of Stock held by the participating brokers and banks named in the individual nominee names of Cede & Co., specifically with respect to Cede & Co., the DTC Daily Participant Lists (to be provided electronically daily), or other similar depositories or nominees, including respondent bank lists.
(f) All information in or that comes into the Company’s possession or control, or that can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or their respective nominee (including Broadridge Financial Services, Mediant Communications and The Bank of New York), relating to the names of the beneficial owners of Stock pursuant to Rule 14b-1(c) or Rule 14b-2(c) under the Securities Exchange Act of 1934, as amended, including a Non Objecting Beneficial Owners or “NOBO” list.
(g) All stop lists or stop transfer lists relating to any shares of Stock.
(h) All voting detail from the Company’s 2014 annual meeting of stockholders, including (i) detailed listing of register holders’ votes and (ii) copies of all votes of beneficial holders, including, but not limited to, all votes issued by Broadridge Financial Services, Mediant Communications, ProxyTrust and all other votes issued by any bank, broker, nominee or trust company, including any legal proxies.
(i) In respect of all information referred to in paragraphs (a) through (h) above, (i) electronic media containing such information, (ii) the computer processing data necessary for the Requesting Stockholder to make use of such information on electronic media, and (iii) a hard copy printout of such information for verification purposes (all information referred to in paragraphs (a) through (i), collectively, the “Stocklist Materials”).
The Requesting Stockholder demands that all Stocklist Materials be made available to the Requesting Stockholder or its designees, as of the most recent date available, no later than the fifth business day after the date hereof, and as of any record or determination date established in connection with a special meeting, action by consent or other authorization or referendum of Allergan’s shareholders, no later than the fifth business day after notice thereof to the Company. In addition, the Requesting Stockholder demands that, up through and including the date of the Company’s annual meeting to elect directors in 2015, any updates, changes, modifications, corrections, additions or deletions to any of the Stocklist Materials (including, for the avoidance of doubt, DTC Daily Participant Lists) be immediately furnished to the Requesting Stockholder as requested by the Requesting Stockholder or as such updates, modifications, additions or deletions become available to the Company, its agents or other representatives.
The purpose of this demand is to enable the Requesting Stockholder to communicate with fellow stockholders of the Company on matters relating to their mutual interest as stockholders, such as those with respect to specific policies, actions, and affairs of the Company, including, without limitation, the solicitation of views regarding Valeant Pharmaceuticals International Inc.’s proposal to acquire the Company and the solicitation of proxies or written consents in connection with any election of the Requesting Stockholder’s nominees to the board of directors of the Company or any proposals submitted by