The battle between Allergan, Inc. (NYSE:AGN) and Valeant Pharmaceuticals Intl Inc (NYSE:VRX) is heating up even further. Bill Ackman and his firm Pershing Square Capital Management are spearheading an effort to call a special meeting of shareholders regarding Valeant’s bid.
Ackman tries to force Allergan’s hand
Regulatory filings with the Securities and Exchange Commission indicate that Pershing Square and the rest of the filers want Allergan shareholders to sign and date the form that officially calls a special meeting. The latest filing was made public on Wednesday and is an amended version of the document filed last month.
They want the meeting to be held as soon as possible and definitely within the next 45 days. Ackman’s firm notes the meaningful increase in the price of Allergan shares and says that “the market has spoken.” They believe Allergan shareholders see “substantial value” in the revised proposal submitted by Valeant.
So far, Allergan’s board has refused to discuss an acquisition with Valeant. As a result, Pershing Square wants to call a special meeting, stating that Valeant’s board “continued to attempt to frustrate the efforts of Allegan’s [sic] shareholders to express their views by maintaining onerous bylaw provisions applicable to the calling of a special meeting.
Valeant’s efforts to buy Allergan stretch back nearly 2 years
According to the history in the regulatory filing, Valeant management has been pursuing an acquisition of Allergan since September 2012 when Valeant Chairman and CEO J. Michael Pearson approached to Allergan Chairman, President and CEO David Pyott. A year later, Bill Ackman got involved, hiring William Doyle as an advisor, and then in January, they discussed Pershing Square working together in merger and acquisition transactions. However, at that time, they did not talk about Allergan.
On Feb. 4, Allergan’s name was brought into the conversation along with the names of other drug makers. Later that same month, Valeant and Pershing Square agreed to work together so that Valeant could acquire Allergan In April, Valeant publicized its initial offer to buy Allergan. Since then, Allergan and Valeant have engaged in a very public back and forth argument, with accusations flying both ways.
Plans for a special meeting
Ackman’s first proposal is to remove six of Allergan’s board members and “any other person elected or appointed to the Board without shareholder approval” after the company’s recent annual meeting. The second is to replace them with six board members of his choosing. Ackman also sees to amend Allergan’s bylaws, removing and adding certain language. And finally, he wants shareholders to formally request that Allergan’s board begin “good faith discussions” with Valeant about the merger proposal.
Analysts from more than one firm think a merger with Valeant is in Allergan shareholders’ best interests. Some say now that it may be too late for Allergan to protect itself from being taken over by Valeant. Allergan management has said that they are thinking about making acquisitions and cutting spending to increase value for shareholders without being acquired by Valeant.
