Laval firm trying to acquire Botox and Darpin through hostile take-over

By Tracey Arial

Laval-based pharmaceutical company Valeant lobbed a second volley in its hostile takeover attempt of Botox and Darpin maker Allergan last Wednesday.

The dermatology and eye health specialist upped the cash portion of its offer to Allergan shareholders to $58.10 in cash plus 83 cents worth of Valeant shares for each dollar worth of Allergan shares. They also sold five anti-aging skin care products to Nestle for $1.4 million to prepare for the purchase.

The California-based company fought back with a pithy press release confirming the offer headed with the title: “Allergan advises stockholders to take no action at this time.”

The same release highlighted a financial and forensic analysis of Valeant by Alvarez and Marsaland FTI Consulting released one day earlier. In part, it read:

“As part of this review, Allergan filed an investor presentation with the Securities and Exchange Commission on May 27, 2014 detailing the analysis of publicly available data on Valeant and, among other things, the opaque nature of Valeant’s pro forma driven financial reporting. The presentation addresses a number of important issues regarding the sustainability of Valeant’s business model and stock value that Allergan believes are highly relevant considerations for Allergan’s stockholders.”

At an investor presentation in New York that same day, Valeant CEO Michael Pearson described the companies’ success at acquiring firms and making them more profitable. In the past year, the company has purchased PreCision Dermatology, Inc., Solta Medical and Bausch and Lomb. Pearson said that all the companies have grown since being integrated into Valeant.

Valleant’s attempts to merge with Allergan have been going on for more than a year now, but Allergan’s directors have refused to meet with those from Valeant. That led to the first hostile offer in late April and a deal with William (Bill) Ackman, the CEO of Pershing Square Capital Management and the owner of 9.7 percent of Allergan stock.

On May 19, Ackman tried to convince shareholders to ignore their own directors’ advice. He wrote to Allergan key director Michael Gallagher praising the deal. His letter was filed with the Securities and Exchange Commission. In part, it reads:

“It is evident based on the market’s response to the Valeant proposal that it is substantially superior to Allergan’s value as a standalone company. The Valeant offer represents a significant premium to Allergan’s unaffected stock price of $116.63 on April 10, the day before Pershing Square began its rapid accumulation program. Conservatively valued at Valeant’s current stock price, the offer represents a 38 per cent premium to Allergan’s unaffected stock price.”

Ackman’s backing will enable Valeant to ask U.S. regulators to allow them to hold a referendum of Allergan shareholders this month or next.
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