Allergan Calls Truce Over Special Shareholders Meeting

Allergan Calls Truce Over Special Shareholders Meeting

Allergan, Inc. (NYSE:AGN) has reached an agreement with Valeant Pharmaceuticals Intl Inc (NYSE:VRX) and Pershing Square Capital Management to hold a special shareholder meeting on the originally scheduled date, Dec. 18, thus ending one contentious scene in their tussle.

Allergan’s shareholders of record on Oct. 30 will be entitled to receive notice and vote at the Dec. 18 meeting.

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Ackman’s push for the Allergan shareholder meeting

On Friday, Pershing Square’s Bill Ackman announced that he has the support of 39% of Allergan shareholders, which is more than the 25% that’s required to call a special meeting. However, Allergan, Inc. had been arguing that Ackman can’t count his 9.7% stake in the company, a move Ackman has said is “burdensome.” In a statement, Allergan said the company has already scheduled the special meeting for Dec. 18, 2014, thus diminishing the need for Ackman’s efforts but also potentially trying to derail his momentum.

Earlier, Valeant Pharmaceuticals clearly indicated that it’s going hostile on Allergan, Inc. by unveiling an exchange offer to shareholders of Allergan. Valeant has also been seeking a special meeting of Allergan’s shareholders for some time.

Small measure of peace

The latest agreement announced late Monday night thus signifies a small measure of peace between Allergan, Valeant, and Pershing Square. All three companies have agreed that Allergan will hold a planned special meeting on Dec. 18, wherein Allergan shareholders will have a chance to vote out a majority of the company’s board, a move that could lead to a takeover by Valeant and Pershing Square.

In its statement, Allergan said: “Today’s announcement eliminates the distraction and cost of unnecessary litigation over the company’s bylaws and underscores the Allergan board of directors’ long-standing commitment to providing stockholders with a forum to express their opinion on the value proposition offered by Valeant.”

The latest agreement implies that at the special meeting, Pershing Square and Valeant Pharmaceuticals will seek to remove a majority of Allergan’s board and push forward their $53 billion takeover attempt. However, the latest settlement doesn’t end the ongoing litigation in a federal court in California, in which Allergan sued Pershing Square and Valeant, alleging that their agreement violated insider trading regulations.

With a 9.72% stake, billionaire Bill Ackman’s Pershing Square is Allergan’s largest shareholder. Both Pershing Square and Canada’s Valeant also sued Allergan, alleging that the Botox maker was trying to avoid a special meeting to give it a time to find alternative deal.

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