Pershing Square Submits Written Requests For Allergan Special Meeting

(RTTNews) - William Ackman's Pershing Square Capital LP said on Friday it submitted written requests from 31 percent of Allergan Inc (AGN) stockholders that the botox maker call for a special meeting.

According to the hedge fund, the special meeting of Allergan stockholders would discuss among other things, a rejig of the Allergan board as well as the unsolicited acquisition offer from Canada-based Valeant Pharmaceuticals International Inc (VRX, VRX.TO).

In April, Valeant in support with Ackman made a hostile bid to acquire Allergan for about $53 billion in cash and stock, which Allergan spurned. Pershing Square is the largest shareholder in Allergan with a 9.7 percent stake.

According to Ackman, the written requests from shareholders owning 31 percent of Allergan shares exceed the requirements under Allergan's certificate of incorporation and bylaws to call a special meeting.

As per its own interpretation of bylaws, Allergan is now required to call the meeting no later than December 20, 2014, Ackman said.

Also today, Pershing Square and Valeant filed litigation in Delaware seeking declaratory relief to require Allergan to schedule the meeting.

Meanwhile, Allergan confirmed receipt of Pershing Square's submission of the written request by shareholders for a special meeting. Allergan said it along with an independent inspector will review the requests and come out with a report.

"While Allergan does not believe that Valeant's offer provides compelling value relative to the alternatives available to the company, the Allergan Board supports the right of stockholders to vote on the value proposition offered by Valeant at the appropriate time," the company said.

Allergan said it continues to believe that Valeant's unsolicited offer is grossly inadequate and undervalues the company. Allergan said many stockholders have conveyed their view that the requests are not an endorsement of Valeant's offer.

Allergan recognizes that this is all about stockholder value, and it remains confident in its ability to create significantly more value than Valeant's offer.

The company also said that Valeant's request for declaratory judgment from the Delaware Court of Chancery is premature as Allergan has yet to review the written requests nor has its board made any determination as to such requests.

Allergan stock closed Friday at $165.56, up $1.18 or 0.72%, on a volume of 1.6 million shares on the NYSE. In after hours, the stock gained $0.19 or 0.11% at $165.75.