Pershing Square and Allergan have just settled over their poison pill dispute. Below readers can find the full press release as well as the actual court documents, which we have just obtained.
Pershing Square Capital Management, L.P. (“Pershing Square”) announced today it has entered into a settlement with Allergan, Inc. (NYSE:AGN) (“Allergan”) resolving to Pershing Square’s satisfaction the previously announced poison pill litigation before the Delaware Court of Chancery.
Allergan settlement with Pershing Square
The settlement provides the clarification sought by Pershing Square that its actions in connection with the solicitation and receipt of revocable proxies to call a special meeting of shareholders of Allergan will not trigger Allergan, Inc. (NYSE:AGN)’s recently adopted poison pill. The settlement paves the way for Pershing Square to soon begin actively soliciting proxies to call the special meeting.
“We are pleased that further court action is not necessary to enable us to proceed with calling a special meeting of Allergan, Inc. (NYSE:AGN) shareholders,” said William A. Ackman. “This resolution provides the clarification we were seeking to allow Allergan shareholders to proceed with the process of calling a special meeting without fear of tripping the pill.”
Pershing Square plans to file an amendment to its Schedule 13D attaching the order reflecting the settlement when it becomes available.
About Pershing Square
Pershing Square, based in New York City, is a SEC-registered investment advisor to private investment funds. Pershing Square manages funds that are in the business of trading — buying and selling — securities and other financial instruments. A fund managed by Pershing Square is Allergan, Inc. (NYSE:AGN)’s largest shareholder with an approximately 9.7% ownership stake.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities and no tender or exchange offer for the shares of Allergan has commenced at this time. This communication relates to a proposal which Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX) has made for a business combination transaction with Allergan.
Information regarding the names and interests in Allergan, Inc. (NYSE:AGN) and Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX) of Valeant and persons related to Valeant who may be deemed participants in any solicitation of Allergan or Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan is available in the additional definitive proxy soliciting materials in respect of Allergan filed with the SEC by Valeant on April 21, 2014 and May 28, 2014.