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Stock Market & Financial Investment News

News Breaks
June 18, 2014
11:32 EDTAGN, VRXAllergan board to review unsolicited exchange offer from Valeant
Allergan (AGN) commented on Valeant Pharmaceuticals International's (VRX) unsolicited exchange offer to acquire all outstanding common shares of Allergan. Pursuant to the Valeant exchange offer, Allergan stockholders would receive 0.83 shares of Valeant common stock and $72.00 in cash per share of common stock of the company. Allerganís Board of Directors, consistent with its fiduciary duties and together with its financial and legal advisors, will carefully review and evaluate the Exchange Offer. Allergan stockholders are advised to take no action at this time pending the review of the Exchange Offer by the Board. The company noted that it previously received and rejected a revised proposal from Valeant to acquire all of the outstanding shares of Allergan for 0.83 shares of Valeant common stock and $72.00 in cash, and a Contingent Value Right related to DARPin sales. Allergan announced on June 10 after thorough consideration, the Allergan Board of Directors unanimously determined that the Revised Proposal substantially undervalues Allergan, creates significant risks and uncertainties for the stockholders of Allergan, and is not in the best interests of Allergan and its stockholders. Goldman, Sachs & Co. and BofA Merrill Lynch are serving as financial advisors to the Company and Latham & Watkins, Richards, Layton & Finger, P.A. and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to the Company.
News For AGN;VRX From The Last 14 Days
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September 23, 2014
09:17 EDTAGNSalix, Allergan just started talks over price, CNBC reports
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09:13 EDTAGNOn The Fly: Pre-market Movers
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08:53 EDTVRX, AGNInversion regulations look more onerous than expected, says FBR Capital
FBR Capital says the new regulations announced last night by the Treasury and IRS contain appear more onerous than expected. FBR points out the proposed changes remove the ability of inverting companies to make "hopscotch loans" between the foreign and domestic subsidiaries. The firm believes the regulations will not end the practice of inversions, and it still expects completion of already announced deals.
08:38 EDTVRX, AGNPershing threatens suit against Allergan if no vote held on Salix deal, WSJ says
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08:31 EDTAGNSalix takeout price could be $200 per share, says Leerink
Leerink estimates a takeout valuation for Salix (SLXP) of $200 per share, but says it would start recommending investors take profits above $185. The firm believes a potential deal with Allergan (AGN) would likely include an above-average break-up fee. Leerink thinks a competitive bid could surface, and points out Actavis (ACT) has more overlapping cost structure with Salix than Allergan. Shares of Salix are up 9% to $173.48 in pre-market trading after Wall Street Journal reported the company is in merger talks with Allergan.
06:28 EDTAGNTreasury rules may put Mylan deal at risk, says BMO Capital
BMO Capital believes Treasury's new inversion rules may put the tax benefits of Mylan's (MYL) planned acquisition of Abbott's (ABT) established products business at risk. BMO also thinks the rules impact Salix's (SLXP) pending deal for Cosmo Pharmaceuticals, which it feels may help make a deal with Allergan (AGN) more likely.
05:56 EDTVRX, AGNTreasury, IRS announce plans to reduce inversion tax benefits
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September 22, 2014
19:03 EDTAGN, VRXAllergan rejected buyout bid from Actavis, in advanced talks for Salix, WSJ says
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September 19, 2014
11:25 EDTAGN, VRXSenators bring bill requiring companies to settle before inverting
U.S. Senators Sherrod Brown and Dick Durbin announced new legislation requiring corporations to "Pay What You Owe Before You Go" Ė settling their U.S. tax bill before relocating to a foreign country. "Everyone knows that before you leave a restaurant you have to settle your tab," Brown said. "Corporations shouldnít get to play by different rules. While it is critical that we reach a long-term solution that reforms our international corporate tax code by implementing a global minimum tax and reducing the statutory tax rate, this bill is an immediate, commonsense measure to ensure businesses settle up before leaving the U.S." Among the deals or possible transactions that involve inversion are Mylan's (MYL) acquisition of Abbott (ABT), Medtronic's (MDT) acquisition of Covidien (COV) and Valeant's (VRX) proposed takeover of Allergan (AGN).
September 16, 2014
11:51 EDTAGN, VRXOECD looks to close tax loopholes with new proposals
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05:37 EDTAGN, VRXValeant, Pershing Square, Allergan settle pending litigation before DE Court
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September 15, 2014
11:57 EDTAGNPershing Square submits additional meeting requests
Pershing Square Capital Management announced that on Friday it submitted to Allergan (AGN) additional special meeting requests from shareholders owning approximately 0.6% of Allerganís shares. With these requests, Pershing Square has delivered requests from 51 institutions representing 35.68% of the outstanding common stock of Allergan. At the special meeting, Allergan shareholders will have the opportunity to voice their support for a number of matters, including the removal of six incumbent members of the Allergan board, the appointment of an independent slate of directors, amendments to Allerganís bylaws to eliminate onerous restrictions on the calling of a special meeting, a request that Allergan engage in negotiations with Valeant Pharmaceuticals(VRX) and Pershing Square, and certain other actions to improve corporate governance of Allergan.
September 12, 2014
08:02 EDTVRX, AGNPershing submits special meeting requests totaling 35% of Allergan shares
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05:09 EDTVRX, AGNAllergan comments on Pershing Square delivery of additional requests
Allergan (AGN) commented on Pershing Square Capital Management delivery of additional requests from stockholders owning 1.5% of Allerganís shares to call a Special Meeting of Stockholders. Allergan will review these requests in addition to the requests from stockholders owning 2.8% of Allerganís shares that were delivered on September 3. The company issued the following statement: Notwithstanding Pershing Square and Valeant Pharmaceuticals (VRX) efforts to change the subject, Allergan recognizes that what actually matters is value, and thatís what the company is focusing on delivering to stockholders. In that regard, Allerganís current strategic plan is expected to deliver a compounded annual growth rate of greater than 20% EPS growth, including estimated 2016 EPS at approximately $10.00. Allergan has already scheduled the Special Meeting for December 18. As such, the delivery of additional requests for the Special Meeting by Pershing Square is not a meaningful development. The lawsuit in California is seeking an order barring Valeant, Pershing Square, Ackman, and entities affiliated with them from voting shares that Allergan believes were acquired in violation of the federal securities laws, including insider trading. If Allerganís motion for a preliminary injunction is granted, it would prevent Valeant, Pershing Square, and Ackman from voting their shares at any meeting of stockholders.
September 11, 2014
11:08 EDTAGNAllergan shareholders owning 35% to ask for meeting, Reuters says
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09:52 EDTVRX, AGNValeant to submit consent from 35% of Allergan holders, CNBC reports
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September 9, 2014
16:04 EDTAGNPershing Square reports 9.7% stake in Allergan, sends letter to board
Pershing Square Capital Management sent a letter to the board of Allergan that highlights several reasons why Allergan is extremely shareholder unfriendly and why now is the time for Allergan's management team to wake up. In the letter, Pershing Square said: "Since the bid was announced in April, 75% of Allerganís shareholders have sold all or a portion of their investment including the companyís largest shareholder, which has sold its entire position. These shareholders are sending the board a message. They would not have sold if they believed that Allergan stock was worth more than current values... We note CFO Jeff Edwards recent decision to retire from the company at age 53 for family reasons, and his replacement by an investor relations executive rather than an experienced public company CFO. The notion that Allergan should execute the largest acquisition in its history led by an investor relations executive is a frightening proposition. While we respect an executiveís need to retire from a company for family reasons, Edwards exit also calls into question the companyís forward earnings guidance which shareholders expected him to execute on when the Company presented these projections on July 21st. I had expected that at some point one or more directors would have woken up and smelled the coffee. There is still time for a subset of directors to rescue their reputations by taking over leadership of this process from David Pyott and his handpicked advisors and doing what you are paid $400,000 per year to do on behalf of the companyís owners."
06:42 EDTVRX, AGNLew expects to make decision on combating inversion deals soon, NY Times reports
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