Allergan Receives Unsolicited Merger Proposal From Valeant Pharmaceuticals International

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IRVINE, Calif.— Allergan (NYSE: AGN) confirmed yesterday that it has received an unsolicited proposal from Valeant Pharmaceuticals International (NYSE/TSX: VRX) to acquire all of Allergan’s outstanding shares for a combination of 0.83 of Valeant common shares and $48.30 in cash per share of Allergan’s common stock.

Allergan issued a statement indicating that its board of directors, in consultation with its financial and legal advisors, will carefully review and consider Valeant’s proposal and “pursue the course of action that it believes is in the best interests of the company's stockholders.”

"This proposal represents an undeniable opportunity to create extraordinary value for both Allergan and Valeant shareholders by establishing an unrivaled platform with leading positions in ophthalmology, dermatology, aesthetics, dental and the emerging markets" said J. Michael Pearson, chairman and CEO of Valeant. "Together, we can capitalize on the inherent strengths and complementary portfolios of our two companies, while achieving significant synergies by applying Valeant's unique operating model to a combined set of assets. While the Allergan CEO and board of directors made it clear, both privately and publicly, that they were unwilling to enter discussions with us about creating a value-enhancing combination, we are hopeful that our proposal for this extremely compelling combination will enable us to engage in productive discussions."

Pershing Square, Allergan's largest shareholder with a 9.7 percent stake in Allergan, has agreed to elect only stock consideration in the transaction and intends to remain a significant long-term shareholder of the combined company, according to a statement released by Valeant.