Valeant Presses Bid for Allergan with Exchange Offer to Stockholders

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LAVAL, Quebec— Valeant Pharmaceuticals International (NYSE: VRX), based here, stepped up its bid to acquire Botox-maker Allergan (NYSE: AGN) by announcing Wednesday that it is taking its latest proposal directly to Allergan stockholders. Under the terms of the May 30 offer, which was rejected by Allergan’s board on June 10, Allergan stockholders could elect to exchange each of their Allergan shares for $72 in cash and 0.83 Valeant common shares, or an amount of cash, or a number of Valeant common shares, all subject to proration.

Valeant also indicated it remains willing to provide shareholders with a contingent value right related to sales of DARPin, an ocular pharmaceutical developed by Allergan that is now in clinical trials, if Allergan enters into negotiations.

In response, Allergan said its board will review and evaluate Valeant’s exchange offer. Allergan advised its stockholders to take no action pending the review of the exchange offer by the board. Allergan said it intends to make the board's position on the Exchange Offer available to stockholders in a solicitation/recommendation statement on Schedule 14D-9, to be filed with the Securities and Exchange Commission and published on its website www.allergan.com.

The exchange offer, set to expire on Aug. 15, 2014, is the latest tactic by Valeant and Pershing Square Capital Management, the hedge fund run by William A. Ackman, to pressure Allergan into a deal. Allergan has refused to negotiate with Valeant, rejecting two prior offers and enacting a poison pill defense to prevent Ackman from increasing his stake of nearly 10 percent.