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June 23, 2014
08:08 EDTAGNAllergan board unanimously rejects unsolicited exchange offer from Valeant
Allergan (AGN) announced that its Board of Directors, after consultation with its independent financial and legal advisors, unanimously determined that Valeant Pharmaceuticals International's (VRX) unsolicited exchange offer to acquire all outstanding common shares of Allergan is grossly inadequate, substantially undervalues the company, creates significant risks and uncertainties for Allergan stockholders, and is not in the best interests of the company and its stockholders. Accordingly, the Board strongly recommends that Allergan stockholders not tender any Allergan shares to Valeant. Pursuant to the Valeant exchange offer, Allergan stockholders would exchange each share of common stock of the company for 0.83 shares of Valeant common stock and $72.00 in cash, or subject to proration, an amount of cash or a number of Valeant common shares with the implied value set forth in the exchange offer. The company noted that the implied value of the Exchange Offer is $173.20 per share, based on the closing price of Valeantís stock on June 20, 2014, which is substantially lower than the initial $179.25 per share implied value of Valeantís May 30, 2014 re-revised proposal, which also included a contingent value right that is not included in the Exchange Offer. ďOur Board is unanimous in its determination that Valeantís unsolicited exchange offer is grossly inadequate, substantially undervalues Allergan, and is not in the best interests of Allergan and its stockholders," said David E.I. Pyott, Allergan's Chairman of the Board and CEO. ďThe Board strongly recommends that Allergan stockholders reject Valeantís exchange offer and prevent Valeant from taking control of Allergan at a price that does not appropriately reflect the underlying value of Allerganís assets, operations and prospects, including our industry-leading position and projected growth opportunities. Allergan has a track record of consistently acting in the best interests of its stockholders and the Board continues to be confident that Allergan will create significantly more value than Valeantís proposal.Ē
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October 27, 2014
07:00 EDTAGNValeant delivers letter to Allergan board
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06:57 EDTAGNValeant sends letter to Allergan board, prepared to improve offer
Valeant (VRX) announced that it has delivered a letter to the board of Allergan (AGN). The text of the letter reads as follows: "Allergan would not be trading anywhere near where it is absent our offer, and our offer, even at Valeant's current stock price, represents a very substantial premium. Allergan's shares were trading at $110 at the beginning of the year, and $117 before we made our offer. The market and peer group are flat this year. Given this, it is unimaginable that Allergan would be trading anywhere near where it is now without our offer, even with the cost cuts you belatedly put in place in direct response to us. We believe our stock is trading at artificially low levels Ė our shareholders are telling us that our shares should be trading at more than $150 per share. Your own banker had Valeant on its "Conviction Buy List" with a target price of $164 before we made our offer and before we provided our 2015 outlook Ė and that didn't take account of the upside and synergies that would result from a merger. A trading price of $150 is only 15 times analyst consensus for 2015 Cash EPS. To be clear, Valeant is prepared to improve its offer and provide value to your shareholders of at least $200 a share. We are confident that an increase in our stock price, and in consideration, will provide that value. No other potential acquirer of Allergan has the operational and tax synergies that we have, and no other potential acquirer of Allergan can provide the value that we can."
October 24, 2014
11:18 EDTAGNEarnings Preview: Allergan price target raised by Citi ahaead of Q3 results
Allergan (AGN) is estimated to report third quarter earnings before the market open on Monday, October 27. Allergan operates as a multi-specialty healthcare company primarily in the United States, Europe, Latin America, and the Asia Pacific. The company discovers, develops, and commercializes pharmaceutical, biological, medical device, and over-the-counter products for the ophthalmic, neurological, medical aesthetics, medical dermatological, breast aesthetics, urological, and other specialty markets. EXPECTATIONS: Analysts are looking for earnings per share of $1.68 on revenue of $1.78B, according to First Call. The consensus range for EPS is $1.45-$1.78 on revenue of $1.69B-$1.85B. LAST QUARTER: Allergan reported second quarter EPS of $1.51 against estimates of $1.44 on revenue of $1.86B against estimates of $1.77B. GUIDANCE: Allergan raised its Q3 EPS view on October 9. The company said it sees a Q3 EPS range of $1.76-$1.78, up from its prior view of $1.44-$1.47. The company also gave full year 2014 EPS guidance of $6.20-$6.25, saying it expected FY14 product net sales to increase 14%-15% compared to product net sales in FY13. Allergan said momentum derived from many sources, including robust growth of worldwide markets in which the company operates, increases in market share in most categories, many regulatory approvals for new products in the U.S. and internationally, and targeted investments to create and grow new products and new categories. The company added that exceptional growth in EPS stems from the acceleration in sales, but also in leveraging of sales and marketing expenditures. The benefits from Allerganís previously announced restructuring program will be reflected in the companyís actual results beginning in Q4 and continuing through 2015. With the release of the guidance, Allergan CEO David Pyott said, "Todayís announced expectations for the third quarter and updated future outlook further demonstrate that there is a vast value gap between Valeantís offer and the intrinsic value of Allergan." HOSTILE TAKEOVER: Allergan is in the midst of a hostile takeover attempt at the hands of Valeant (VRX) and Bill Ackman's Pershing Square. On October 20, Valeant said it may raise its bid for Allergan, and will not abandon its pursuit before Allergan's special meeting of shareholders on December 18. At the special meeting, Ackman is looking to replace members of Allergan's board with his own nominees that would be ready to discuss a takeover. STREET RESEARCH: On October 20, Citigroup raised its price target for Allergan (AGN) shares to $210 citing the company's recently increased guidance. Citi believes the three guidance increases this year underscores Allergan's attractiveness as a takeover target. The firm maintained a Buy rating on Allergan shares. PRICE ACTION: Shares of Allergan are up almost 9% since its last earnings report and are higher by 1.6% in Friday's trading ahead of the expected earnings report.
October 23, 2014
18:18 EDTAGNGlenview Capital acquires stake in Actavis, Bloomberg reports
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October 21, 2014
12:44 EDTAGNMeister says Valeant likely to ultimately raise Allergan bid
Keith Meister of Corvex Management is speaking on CNBC.
12:43 EDTAGNMeister says passive holder of Allergan, aligned with Pershing Square
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07:42 EDTAGNValeant Q3 results makes strong case for Allergan purchase, says Susquehanna
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06:33 EDTAGNValeant price target raised to $182 from $167 at Cantor
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October 20, 2014
12:23 EDTAGNAllergan holder Paulson encourages deal with Shire, Reuters says
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09:25 EDTAGNValeant says talks to Ackman 'frequently'
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09:08 EDTAGNValeant says not planning to walk away from Allergan deal before Dec. 18
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08:58 EDTAGNValeant says still willing to improve bid for Allergan
Valeant (VRX) said would raise Allergan (AGN) bid "when time is right." Says hopes Allergan shareholders see that Valeant's operating model does work and will continue to work. Says Valeant (VRX), Allergan have "unique" business overlap. Says company "should" own Allergan. Says interests with Pershing, Ackman "aligned" on Allergan.
08:37 EDTAGNValeant says 'completely focused' on Allergan acquisition
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07:34 EDTAGNValeant says remains focused on completing Allergan transaction
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07:30 EDTAGNValeant CEO says 'can bid more than anyone' in financially sound Allergan deal
Pearson says "we cannot stop" another company from making a bid that does not make economic sense, but he believes Valeant (VRX) can "bid more than anyone" for Allergan (AGN) in a deal that makes financial sense. Pearson says he has met with doctor groups and that 95% of those he's spoken with support Valeant's bid for Allergan. Valeant CEO J. Michael Pearson spoke on CNBC.
07:16 EDTAGNAmerican Academy of Ophthalmology to hold annual meeting
AAO Annual Meeting 2014 is being held in Chicago on October 18-21.
06:28 EDTAGNAllergan price target raised to $210 from $190 at Citigroup
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October 17, 2014
09:47 EDTAGNValeant will not raise Allergan bid ahead of record date, CNBC reports
Valeant (VRX) will not raise its hostile takeover bid for Allergan (AGN) ahead of the record date for the vote, CNBC's David Faber reports. Allergan (AGN) is not currently in takeover talks with Actavis (ACT), Faber added.
09:45 EDTAGNAllergan not in deal talks with Actavis, CNBC reports
09:43 EDTAGNValeant not going to raise Allergan bid ahead of meeting, CNBC reports
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