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News Breaks
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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March 23, 2015
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