Investigation Overview
October 27, 2014 (Update) - On May 28, 2014, Allergan, Inc confirmed that it has received a revised, unsolicited proposal from Valeant Pharmaceuticals International, Inc. to acquire all of the outstanding shares of Allergan, Inc for a combination of 0.83 of Valeant Pharmaceuticals International common shares,$58.30 in cash per share of common stock of the Company, and a Contingent Value Right (CVR) related to DARPin sales. On May 30, 2014, Allergan, Inc.(NYSE: AGN) acknowledged that Valeant Pharmaceuticals International, Inc. and Pershing Square Capital Management, L.P. have made a second revised, unsolicited proposal to acquire all of the outstanding shares of Allergan, Inc for a combination of 0.83 of Valeant Pharmaceuticals International common shares, $72.00 in cash per share of common stock of the Company, and a Contingent Value Right (CVR) related to DARPin sales. On June 23, 2014 Allergan, Inc announced that its board of directors rejected the offer made by Valeant Pharmaceuticals International, Inc. and Pershing Square Capital Management, L.P. on May 30, 2014.
On October 27, 2014, Valeant Pharmaceuticals International, Inc delivered a letter to the board of directors of Allergan, Inc. Among other things, Valeant Pharmaceuticals International, Inc stated that it is prepared to improve its offer and provide value to Allergan shareholders of at least $200 a share.
The investigation concerns whether the Allergan Board of Directors undertakes an adequate sales process, adequately shops the company before entering into any transaction, maximizes shareholder value by negotiating the best price, and most importantly acts in the shareholders' best interests in connection with the proposed sale.
April 25, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Allergan, Inc. (NYSE:AGN) shares, was announced concerning whether the takeover of Allergan, Inc. by Valeant Pharmaceuticals International for a value of approximately $152.88 per share is unfair to NYSE:AGN stockholders.
The investigation by a law firm concerns whether certain officers and directors of (NYSE:AGN breached their fiduciary duties owed to NYSE:AGN investors in connection with the proposed acquisition.
On April 22, 2014, Allergan, Inc. (NYSE: AGN) confirmed that it has received an unsolicited proposal from Valeant Pharmaceuticals International, Inc.to acquire all of the outstanding shares of the Company for a combination of 0.83 of Valeant common shares and $48.30 in cash per share of common stock of the Company. Based on Valeant's closing stock price on April 21, 2014, Allergan shareholders would have received consideration valued at approximately $152.88 per share.
However, given that following the takeover news NYSE:AGN shares reached in the open market on April 22, 2014 as high as $165.35 per share, the investigation concerns whether the offer is unfair to NYSE:AGN stockholders. More specifically, the investigation concerns whether the Allergan Board of Directors will undertake an adequate sales process, adequately shop the company before entering into any transaction, maximize shareholder value by negotiating the best price, and act in the shareholders' best interests in connection with the proposed sale.
Allergan, Inc. reported that its annual Total Revenue rose from over $4.491 billion in 2010 to over $6.3 billion in 2013 and that its respective Net Income increased from $0.60 million to $985.10 million. Shares of Allergan, Inc. (NYSE:AGN) grew from $43.75 per share in May 2009 to as high as $131.43 per share in March 2014.
On April 25, 2014, Allergan, Inc. shares closed at $168.15 per share.