Ackman Tries To Remove At Least 6 From Allergan Board


Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX) and Bill Ackman’s battle to buy all of Allergan, Inc. (NYSE:AGN) continues this week as Ackman’s fund has filed to request a special meeting of shareholders. Among the topics Pershing Square Capital Management wants discussed is the removal of six of Allergan’s current board members.

Valeant still pursues Allergan

In a press release dated last week, Allergan, Inc. (NYSE:AGN) stated that it has acknowledged that Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX) and Pershing Square have made a second revised, unsolicited buyout offer. The company further stated that it has not yet received the new proposal and that when it does, its board of directors will “carefully review and consider it and pursue the course of action that the board believes is in the best interests of the Company and all its stockholders.”

In a regulatory filing, Pershing Square requested a special meeting of Allergan, Inc. (NYSE:AGN) shareholders. Bill Ackman’s fund wants a special meeting for five reasons.

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Special meeting requested

First, Pershing Square and Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX) want to remove six unnamed members of Allergan, Inc. (NYSE:AGN)’s board of directors. The names have been removed from the public version of the Securities and Exchange filing. Both entities said they want anyone else who was added to the board without the approval of shareholders to be removed as well.

Second, they named six people they want to replace the six they said they wanted to remove. Once again, those names have been obscured in the public version of the filing. Third, they want to amend part of Allergan, Inc. (NYSE:AGN)’s bylaws.

Ackman wants to revise Allergan’s bylaws

One part they want to revise to “remove certain onerous special meeting provisions” and to set a procedure for “determining the place, date and hour of the record date for any special meeting.” Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX) and Pershing Square also want to revise the same section to set a procedure for calling a special meeting if there are no directors or fewer than the majority of directors in office. Another part they want to amend to set Allergan, Inc. (NYSE:AGN)’s board of directors at nine.

Their fourth reason for calling the special meeting of Allergan, Inc. (NYSE:AGN)’s shareholders to repeal amendments to the bylaws that changed them from the version that was publicly filed on May 26, 2014.

Valeant tries to push Allergan to bargaining table

And fifth, Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX) wants to request that Allergan, Inc. (NYSE:AGN)’s board members “promptly engage in good faith discussions” with it regarding the buyout offer.

In the filing, Ackman and company is seeking shareholder approval to call the special meeting for these purposes.