VALEANT AND ALLERGAN: CREATING VALUE TOGETHER

On April 22, 2014, Valeant Pharmaceuticals International and Pershing Square Capital Management announced their joint bid for Allergan. As Allergan’s largest shareholder, Pershing Square is working to maximize value for all Allergan shareholders. To date, Allergan has been unwilling to engage in discussions with Valeant or Pershing Square, which have twice increased their bid. The combination of Valeant and Allergan is not only financially compelling, it also creates a company better positioned to develop and advance new drugs around the world. Because Allergan’s Board of Directors has consistently refused to negotiate, on June 18, 2014, Valeant commenced an exchange offer for the common stock of Allergan and is taking its May 30th proposal directly to Allergan stockholders.

Meet the Nominees

Learn more about Pershing Square’s nominees to the Board of Directors.

Click for Bios

HOW TO CALL A SPECIAL MEETING

TIMELINE

Since Valeant Pharmaceuticals International and Pershing Square Capital Management announced their joint bid for Allergan April 22, Allergan’s Board of Directors has declined to engage with either Valeant or PSCM, its largest shareholder. This timeline traces the progression of the bid since its announcement and the steps Valeant and Pershing Square have taken to encourage productive discussions with the Allergan Board.

04-22-14

Valeant and Pershing Square announce bid to acquire Allergan

Valeant and Pershing Square announce bid to acquire Allergan ($48.30 + 0.83 share of VRX) Pershing Square’s Presentation. Allergan adopts a poison pill Read More

05-13-14

Allergan rejects Valeant’s bid

Allergan rejects Valeant’s bid; Pershing Square seeks list of Allergan stockholders and the next day files preliminary proxy to launch process to hold informal shareholder referendum on the bid.

05-19-14

Pershing Square urges Allergan to hire independent counsel

Pershing Square urges Allergan to hire independent counsel, arguing Allergan’s CEO is conflicted because he will lose his leadership role at the company and likely his job as a result of the transaction Read More

05-28-14

Valeant increases its offer to Acquire Allergan

Valeant increases its offer to acquire Allergan ($58.30/share +0.83 share of VRX) to $166.16/share and adds Contingent Value Right for DARPin of up to $25.00/share in value.

05-30-14

Valeant increases its offer to acquire Allergan to $180.90 / Share

Valeant increases its offer to acquire Allergan by increasing the cash component to $72 per share. New offer prompted by PSCM, which agrees to take all VRX stock (and no cash) for its AGN shares at a fixed exchange ratio.

06-02-14

Pershing Square seeks to hold a special shareholder meeting

Pershing Square, having dropped its request for an informal shareholder referendum, seeks to hold a special shareholder meeting to oust six of the nine Allergan directors. Click to View Filing

06-06-14

PSCM seeks clarification from Allergan

PSCM seeks clarification from Allergan on what actions would trigger poison pill.

06-10-14

Allergan rejects Valeant’s increased bid

Allergan rejects Valeant’s increased bid

06-11-14

Allergan responds to PSCM letter

Allergan responds to PSCM letter but does not provide complete answers.

06-12-14

Pershing Square seeks clarification on Allergan poison pill in court.

PSCM sues Allergan in Delaware Court of Chancery, seeking clarification on whether efforts to hold special shareholders meeting will trigger Allergan’s poison pill (View Complaint). Pershing Square asks the court expedite the hearing on the matter.

06-17-14

Valeant hosts webinar

Valeant hosts webinar to respond to misleading facts made by Allergan.

06-18-14

Valeant launches exchange offer

Valeant launches exchange offer for Allergan.

06-19-14

Delaware Court of Chancery rules in favor of expediting Pershing Square’s request

Delaware Court of Chancery rules in favor of expediting Pershing Square’s request to seek clarity on trigger for poison pill. Hearing set for July 7.

06-23-14

Allergan board declares Valeant’s unsolicited exchange offer inadequate

Allergan board declares Valeant’s unsolicited exchange offer inadequate. Valeant posts fact-based answers to refute Allergan’s misleading statements.

06-27-14

Pershing Square enters into a settlement with Allergan

Pershing Square enters into a settlement with Allergan resolving the poison pill litigation before the Delaware Court of Chancery. Read More

07-07-14

Pershing Square Announces Director Slate For Allergan Board

Pershing Square announces a slate of six independent directors for the board of Allergan. Read Announcement

07-11-14

Pershing Square Files Definitive Solicitation Statement

Pershing Square files definitive solicitation statement with the Securities and Exchange Commission, permitting it to actively solicit support for the calling of a special meeting.

08-15-2014

Valeant’s exchange offer expires unless extended

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