Allergan Schedules Pershing Square-Requested Meeting For Dec.

Aug 27 2014 | 7:16am ET

Pershing Square Capital Management has a date for its showdown with Allergan Inc.

The Botox-maker set a special shareholder meeting for Dec. 18, after the hedge fund and Valeant Pharmaceuticals International delivered consent forms representing in excess of 30% of Allergan shareholders last week. Pershing Square hopes to take control of Allergan’s board at the meeting, with the new board then approving Valeant’s $53 billion offer for the company.

While it has scheduled the meeting, Allergan made clear it is not resigned to it happening: The company said its board would meet next month to evaluate the meeting request forms submitted by Pershing Square and Allergan to determine their validity. And it said it would continue to pursue an acquisition of its own in an effort to derail Valeant’s hostile takeover bid.

Pershing Square and Valeant have also sued Allergan, asking the Delaware courts to declare the consent forms valid and to order Allergan not to make any acquisitions until after the special meeting. In its filing announcing the special meeting, Allergan blasted the last request, saying that “in the face of Valeant’s hostile bid, Allergan’s board is not only entitled but obligated to consider potential alternatives.”

Allergan has sued Pershing Square and Valeant, alleging that their unusual partnership amounts to insider trading—an accusation they deny. Allergan has also called Valeant’s offer too low and criticized its business model.

Allergan also said that it had asked a federal court in California to expedite its request for an injunction barring Pershing Square from voting its 9.7% stake at the special meeting. In its lawsuit, the company has asked the court to declare the hedge fund’s purchases of its shares invalid. The same court last week rejected Allergan’s bid to expedite its lawsuit.


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