Glass Lewis & Co. Recommends Allergan Shareholders Support Pershing Square’s Effort to Call a Special Meeting of Shareholders

  • Glass Lewis Recommends Allergan Shareholders Complete and Return All Documents Required to call a Special Meeting of Allergan Shareholders
  • Says Allergan Board’s Actions “More Indicative of a Board Concerned with Entrenching its Position than Seeking to Enhance Shareholder Value”
  • Pershing Square Capital Management, L.P. Urges Shareholders to Follow the Glass Lewis Recommendation and Complete and Return All Necessary Documents

NEW YORK--()--Pershing Square Capital Management, L.P. (“Pershing Square”), the largest shareholder of Allergan, Inc. (“Allergan”), announced that on August 4, 2014, Glass Lewis & Co., a leading independent proxy voting advisory firm, recommended that Allergan shareholders support Pershing Square’s efforts to call a special meeting of shareholders and that shareholders take the steps necessary under Allergan’s bylaws to call a special meeting. Glass Lewis’s recommendations are relied upon by hundreds of major institutional investment firms, mutual and pension funds and other fiduciaries.

At the Special Meeting, Allergan shareholders will have the opportunity to voice their support for a number of critical matters, including the removal of six incumbent members of the Allergan board, the appointment of an independent slate of directors, amendments to Allergan’s bylaws to eliminate onerous restrictions on the calling of a special meeting and certain other actions to improve corporate governance of Allergan.

Pershing Square CEO Bill Ackman commented: “We’ve said all along that the Allergan board was more concerned with protecting itself than providing value to its shareholders. We’re pleased Glass Lewis agrees with us on that point and has endorsed the call for a special meeting of Allergan shareholders. We ask Allergan’s board to consider the criticisms reflected in the Glass Lewis report and address them by, among other things, quickly engaging with Valeant on its strategically compelling offer to acquire Allergan.”

Glass Lewis emphasized its strong support for the right of shareholders to call special meetings. Pershing Square encourages investors to read the entire Glass Lewis report.

Glass Lewis Analysis

Noting that investors electing to participate in Pershing Square’s efforts to call a special meeting must satisfy a myriad of significant and ongoing administrative hurdles, while the board can nullify those efforts through a decidedly simpler proxy solicitation process, Glass Lewis notes:

In our opinion, this procedural dichotomy casts a rather dubious light on the seriousness of the board’s desire to be responsive to investors. This obstructive process echoes a trend of recalcitrant adherence to progressive corporate governance standards at Allergan, including a period marked by active opposition to shareholder proposals covering the right to act by written consent and the separation of the roles of chairman and CEO.”

Referring to the “rapid adoption” of a poison pill, Glass Lewis stated, “…the board has not indicated that shareholders will have any opportunity to ratify the rights plan during its duration or that any extension of the pill upon its expiration would require shareholder approval. As such, we consider these efforts generally more indicative of a board concerned with entrenching its position than seeking to enhance shareholder value.”

Glass Lewis continued:

[W]e believe shareholders, as owners of the Company, should be provided a platform to express their views on certain significant matters not expected to be addressed through routine annual meeting channels. In the case of Allergan, access to such a platform is predicated on the satisfaction of an array of preconditions that, at the very least, are both disproportionately time consuming and dense.”

Shareholders who have questions, or need assistance completing and returning the documents necessary to call a special meeting should contact Pershing Square’s proxy solicitors:

D.F. King & Co., Inc.
Edward McCarthy/Richard Grubaugh/ Melinda Hanzel
212-269-5550

For more information on the special meeting and to find copies of all documents needed to call the special meeting, please visit www.AdvancingAllergan.com.

ABOUT PERSHING SQUARE

Pershing Square, based in New York City, is a Securities and Exchange Commission (“SEC”)-registered investment advisor to private investment funds. Pershing Square manages funds that are in the business of trading — buying and selling — securities and other financial instruments. A fund managed by Pershing Square is Allergan’s largest shareholder with an approximately 9.7% ownership stake.

ADDITIONAL INFORMATION

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to Pershing Square’s solicitation of written requests to call a special meeting of shareholders of Allergan, Inc. (“Allergan”) in connection with the proposal which Valeant Pharmaceuticals International, Inc. (“Valeant”) has made for a business combination transaction with Allergan. In furtherance of this proposal and subject to future developments, Pershing Square has filed a definitive solicitation statement with the SEC on July 11, 2014 (the “solicitation statement”) and a preliminary proxy statement on June 23, 2014 with respect to a special meeting of Allergan shareholders, Valeant has filed a registration statement on Form S-4 (the “Form S-4”) and a tender offer statement on Schedule TO (including the offer to exchange, the letter of election and transmittal and other related offer materials) with the SEC on June 18, 2014, as it may be amended from time to time (together with the Form S-4, the “Schedule TO”), and a preliminary proxy statement on June 24, 2014, as it may be amended from time to time, with respect to a meeting of Valeant shareholders. Pershing Square and Valeant (and, if a negotiated transaction is agreed, Allergan) may file one or more solicitation statements, registration statements, proxy statements, tender or exchange offer documents or other documents with the SEC. This communication is not a substitute for the solicitation statement, the Schedule TO, or any other solicitation statement, proxy statement, registration statement, prospectus, tender or exchange offer document or other document Pershing Square, Valeant and/or Allergan may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF VALEANT AND ALLERGAN ARE URGED TO READ THE SOLICITATION STATEMENT, THE SCHEDULE TO, THE PROXY STATEMENT AND ANY OTHER SOLICITATION STATEMENT, PROXY STATEMENT, REGISTRATION STATEMENT, PROSPECTUS, TENDER OR EXCHANGE OFFER DOCUMENTS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The solicitation statement has been mailed to stockholders of Allergan. Any definitive solicitation statement or proxy statement(s) or definitive tender or exchange offer documents (if and when available) will be mailed to stockholders of Allergan and/or Valeant, as applicable. Investors and security holders will be able to obtain free copies of the solicitation statement, the Schedule TO and the proxy statement and will be able to obtain free copies of other documents (if and when available) filed with the SEC by Pershing Square and/or Valeant through the web site maintained by the SEC at http://www.sec.gov.

Information regarding the names and interests in Allergan and Valeant of Pershing Square and persons related to Pershing Square who may be deemed participants in any solicitation of Allergan or Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan is available in the solicitation statement. The solicitation statement can be obtained free of charge from the sources indicated.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking information that was prepared as of the specific dates and/or for the specific periods referenced in the materials contained or referred to in this communication. All information contained in this communication that is not clearly historical in nature or that necessarily depends on future or subsequent events is forward-looking information prepared as of the specific dates and for the specific periods referenced in the applicable document contained or referred to in this communication, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking information as of such date(s). Such forward-looking information was based on the expectations of Pershing Square and information available at the time of initial publication or dissemination of such information. They were not, and are not, guarantees of future performance, events or results, involve various risks and uncertainties that are difficult to predict and are based upon assumptions as to future events, performance or results that were believed to be reasonable at the time such information was initially made available but may not prove to be accurate and, in most cases, have been superseded, modified or replaced by subsequent information, events or developments. While Pershing Square may elect to update forward-looking information contained in this communication at some point in the future, Pershing Square does not assume any obligation to update any such forward-looking information, except as required by and in accordance with applicable laws.

Contacts

Media for Pershing Square
Rubenstein
Carolyn Sargent, 212-843-8030
csargent@rubenstein.com
or
Steve Murray, 212-843-8293
smurray@rubenstein.com

Release Summary

Glass Lewis Recommends Allergan Shareholders Support Pershing Square's Effort to Call a Special Meeting of Shareholders

Contacts

Media for Pershing Square
Rubenstein
Carolyn Sargent, 212-843-8030
csargent@rubenstein.com
or
Steve Murray, 212-843-8293
smurray@rubenstein.com