Article
Allergan, Inc. today commented on the ruling in the United States District Court for the Central District of California in the Company's federal securities litigation against Valeant Pharmaceuticals International, Inc., Pershing Square Capital Management, L.P. and its principal, William A. Ackman.
Court Found that Allergan Raised Serious Questions as to Whether Pershing Square and Valeant Violated SEC Rule 14e-3
Court Orders Valeant and Pershing Square to Correct Disclosures; Parties Enjoined from Voting Until Corrective Disclosures are Made
Allergan Committed to Ensuring Stockholders Voting at Special Meeting Acquired Shares in Accordance with Law; Will Seek Emergency Appeal to Block Pershing Square from Voting Shares
IRVINE, Calif.
--(BUSINESS WIRE)--
Allergan, Inc.
(NYSE: AGN) ("Allergan" or the "Company") today commented on the ruling in the
United States District Court for the Central District of California
in the Company's federal securities litigation against Valeant Pharmaceuticals International, Inc. ("Valeant"),
Pershing Square Capital Management, L.P.
("Pershing Square") and its principal,
William A. Ackman
.
In the ruling, the Court found that
Allergan
raised serious questions as to whether Valeant and Pershing Square violated SEC Rule 14e-3, which prohibits trading on the basis of material nonpublic information when an offering person has taken a substantial step or steps to commence a tender offer of a target company. Specifically, the Court found Allergan's argument "persuasive because, in promulgating Rule 14e-3, the
SEC
was concerned about the practice of ‘warehousing' (the practice of the tender offer or intentionally leaking information to institutional investors to allow those other entities to make early trades before other investors heard about the tender offer) because such a practice is unfair to investors who are trading at an informational disadvantage."
The Court ordered that Valeant and Pershing Square must make "corrective disclosures to their
September 24, 2014
proxy solicitation statement in compliance with Section 14(a) of the Securities Exchange Act and Rule 14a-9 promulgated thereunder, including disclosure of the facts underlying Defendants' exposure to liability under Section 14(e) of the Securities Exchange Act and Rule 14e-3 promulgated thereunder." Specifically, the Court ordered that Pershing Square and Valeant must disclose that:
The Company issued the following statement:
"We are pleased that the Court ruled there are serious questions as to the merits of Allergan's insider trading case against Pershing Square and Valeant, and ordered them to revise their disclosures to reflect the truth behind their hostile acquisition plan.
The Allergan Board of Directors is strongly committed to protecting the stockholder franchise and believes it is important that the rights of the Company's stockholders not be infringed by the actions of one hedge fund that significantly profited (to the detriment of other stockholders and the market) by trading in
Allergan
securities while in possession of material non-public information regarding
Allergan
.
The Allergan Board has a duty to ensure that any stockholder voting on corporate matters acquired their shares in accordance with the law and will file an emergency appeal with the
United States Court of Appeals for the Ninth Circuit
asking them to bar Pershing Square from voting its illegally acquired shares at the Special Meeting."
About Allergan
Allergan
is a multi-specialty health care company established more than 60 years ago with a commitment to uncover the best of science and develop and deliver innovative and meaningful treatments to help people reach their life's potential. Today, we have approximately 11,500 highly dedicated and talented employees, global marketing and sales capabilities with a presence in more than 100 countries, a rich and ever-evolving portfolio of pharmaceuticals, biologics, medical devices and over-the-counter consumer products, and state-of-the-art resources in R&D, manufacturing and safety surveillance that help millions of patients see more clearly, move more freely and express themselves more fully. From our beginnings as an eye care company to our focus today on several medical specialties, including eye care, neurosciences, medical aesthetics, medical dermatology, breast aesthetics, and urologics,
Allergan
is proud to celebrate more than 60 years of medical advances and proud to support the patients and customers who rely on our products and the employees and communities in which we live and work. For more information regarding
Allergan
, go to:www.allergan.com
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding Allergan's earnings per share, strategic plan, and business performance. These forward-looking statements are made as of the date they were first issued and are based on current expectations as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond
Allergan's
control.
Allergan
expressly disclaims any intent or obligation to update these forward-looking statements except as required by law. Additional information concerning these and other risks can be found in press releases issued by
Allergan
, as well as
Allergan's
public filings with the
U.S. Securities and Exchange Commission
, including the discussion under the heading "Risk Factors" in
Allergan's
most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Copies of
Allergan's
press releases and additional information about
Allergan
are available at www.allergan.com or you can contact the Allergan Investor Relations Department by calling 1-714-246-4636.
Important Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities.
Allergan
has filed a solicitation/recommendation statement on Schedule 14D-9, as amended, with the
SEC
that has been mailed to
Allergan's
stockholders. In addition,
Allergan
has filed a preliminary proxy statement with the
SEC
on
October 6, 2014
, and intends to file a definitive proxy statement. Any definitive proxy statement will be mailed to
Allergan's
stockholders. INVESTORS AND STOCKHOLDERS OF ALLERGAN ARE ENCOURAGED TO READ THESE AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain free copies of these documents as they become available and any other documents filed with the
SEC
by
Allergan
at the
SEC's
website at www.sec.gov. In addition, copies will also be available at no charge at the Investors section of
Allergan's
website at www.allergan.com. Copies of these materials may also be requested from
Allergan's
information agent,
Innisfree M&A Incorporated
, toll-free at 877-800-5187.
Allergan
, its directors and certain of its officers and employees are participants in solicitations of
Allergan
stockholders. Information regarding the names of
Allergan's
directors and executive officers and their respective interests in
Allergan
by security holdings or otherwise is set forth in
Allergan's
proxy statement for its 2014 annual meeting of stockholders, filed with the
SEC
on
March 26, 2014
, as supplemented by the proxy information filed with the
SEC
on
April 22, 2014
. Additional information can be found in
Allergan's
Annual Report on Form 10-K for the year ended
December 31, 2013
, filed with the
SEC
on
February 25, 2014
and its Quarterly Report on Form 10-Q for the quarters ended
March 31, 2014
and
June 30, 2014
, filed with the
SEC
on
May 7, 2014
and
August 5, 2014
, respectively. To the extent holdings of
Allergan's
securities have changed since the amounts printed in the proxy statement for the 2014 annual meeting of stockholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the
SEC
.