LAVAL, Quebec, July 24, 2014 /CNW/ -- Valeant Pharmaceuticals
International, Inc. ("Valeant") (NYSE:VRX) (TSX:VRX) announced
today that it has filed a detailed complaint with the Autorite des
marches financiers ("AMF") regarding Allergan, Inc.'s (NYSE: AGN)
apparent attempts to mislead investors and to negatively influence
the market price of Valeant's common shares by continuing to make
false and misleading statements regarding Valeant's business
despite Valeant's public statements correcting this misinformation.
A similar complaint was filed earlier this week with the U.S.
Securities and Exchange Commission ("SEC").
As indicated in its press release dated July 21, Valeant's complaints to the AMF and the
SEC outline the persistent pattern of misleading statements
Allergan has made, including alleging that Bausch + Lomb's
pharmaceutical sales were stagnant or declining. They also address
Allergan's activities and meetings targeting Valeant shareholders
in Canada.
"In our press release dated July 21,
2014, we highlighted the most recent false statements by
Allergan regarding the sales growth at Bausch + Lomb. Despite this,
Allergan responded that they stood by their comments," said
J. Michael Pearson, Valeant Chairman
and Chief Executive Officer. "This continued disregard for the
facts and the harm it has caused Valeant shareholders underscores
the importance of the complaints we have made with the AMF and
SEC."
Forward-looking Statements
This communication may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and Canadian securities laws. These forward-looking
statements include, but are not limited to, statements regarding
Valeant's offer to acquire Allergan, its financing of the proposed
transaction, its expected future performance (including expected
results of operations and financial guidance), and the combined
company's future financial condition, operating results, strategy
and plans. Forward-looking statements may be identified by
the use of the words "anticipates," "expects," "intends," "plans,"
"should," "could," "would," "may," "will," "believes," "estimates,"
"potential," "target," "opportunity," "tentative," "positioning,"
"designed," "create," "predict," "project," "seek," "ongoing,"
"upside," "increases" or "continue" and variations or similar
expressions. These statements are based upon the current
expectations and beliefs of management and are subject to numerous
assumptions, risks and uncertainties that change over time and
could cause actual results to differ materially from those
described in the forward-looking statements. These
assumptions, risks and uncertainties include, but are not limited
to, assumptions, risks and uncertainties discussed in the company's
most recent annual or quarterly report filed with the SEC and the
Canadian Securities Administrators (the "CSA") and assumptions,
risks and uncertainties relating to the proposed merger, as
detailed from time to time in Valeant's filings with the SEC and
the CSA, which factors are incorporated herein by reference.
Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this
communication are set forth in other reports or documents that we
file from time to time with the SEC and the CSA, and include, but
are not limited to:
- the ultimate outcome of the offer and the second-step merger,
including the ultimate removal or the failure to render
inapplicable the obstacles to consummation of the offer and the
second-step merger described in the offer to exchange;
- the ultimate outcome and results of integrating the operations
of Valeant and Allergan, the ultimate outcome of Valeant's pricing
and operating strategy applied to Allergan and the ultimate ability
to realize synergies;
- the effects of the proposed combination of Valeant and
Allergan, including the combined company's future financial
condition, operating results, strategy and plans;
- the effects of governmental regulation on our business or
potential business combination transactions;
- the ability to obtain regulatory approvals and meet other
conditions to the offer, including the necessary stockholder
approval, on a timely basis;
- Valeant's ability to sustain and grow revenues and cash flow
from operations in our markets and to maintain and grow our
customer base, the need for innovation and the related capital
expenditures and the unpredictable economic conditions in
the United States and other
markets;
- the impact of competition from other market participants;
- the development and commercialization of new products;
- the availability and access, in general, of funds to meet our
debt obligations prior to or when they become due and to fund our
operations and necessary capital expenditures, either through (i)
cash on hand, (ii) free cash flow, or (iii) access to the capital
or credit markets;
- our ability to comply with all covenants in our indentures and
credit facilities, any violation of which, if not cured in a timely
manner, could trigger a default of our other obligations under
cross-default provisions; and
- the risks and uncertainties detailed by Allergan with respect
to its business as described in its reports and documents filed
with the SEC.
All forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by
this cautionary statement. Readers are cautioned not to place
undue reliance on any of these forward-looking statements. These
forward-looking statements speak only as of the date hereof.
Valeant undertakes no obligation to update any of these
forward-looking statements to reflect events or circumstances after
the date of this communication or to reflect actual outcomes.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to the exchange offer which Valeant has made to Allergan
stockholders. The exchange offer is being made pursuant to a tender
offer statement on Schedule TO (including the offer to exchange,
the letter of election and transmittal and other related offer
materials) and a registration statement on Form S-4 filed by
Valeant with the SEC on June 18, 2014
and with the CSA, as each may be amended from time to time.
These materials contain important information, including the terms
and conditions of the offer. In addition, Valeant has filed a
preliminary proxy statement with the SEC on June 24, 2014, as may be amended from time to
time, Pershing Square Capital Management, L.P. ("Pershing Square")
has filed a definitive solicitation statement with the SEC on
July 11, 2014, and a preliminary
proxy statement on July 23, 2014, and
Valeant and Pershing Square (and, if a negotiated transaction is
agreed, Allergan) may file one or more additional proxy statements
or other documents with the SEC. This communication is not a
substitute for any proxy statement, registration statement,
prospectus or other document Valeant, Pershing Square and/or
Allergan have filed or may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF
VALEANT AND ALLERGAN ARE URGED TO READ THE TENDER OFFER STATEMENT,
REGISTRATION STATEMENT, AND ANY 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. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of Allergan and/or
Valeant, as applicable. Investors and security holders may obtain
free copies of the tender offer statement, the registration
statement and other documents (if and when available) filed with
the SEC by Valeant and/or Pershing Square through the web site
maintained by the SEC at http://www.sec.gov.
Information regarding the names and interests in Allergan and
Valeant of Valeant and persons related to Valeant 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 additional definitive
proxy soliciting materials in respect of Allergan filed with the
SEC by Valeant on April 21, 2014 and
May 28, 2014. 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 additional definitive
proxy soliciting material in respect of Allergan filed with the SEC
by Pershing Square. The additional definitive proxy
soliciting material referred to in this paragraph can be obtained
free of charge from the sources indicated above.
Contact
Information:
|
Investors:
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U.S.
Media:
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Laurie W.
Little
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Renee E. Soto/Meghan
Gavigan
|
Valeant
Pharmaceuticals International, Inc.
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Sard Verbinnen &
Co.
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949-461-6002
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212-687-8080
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laurie.little@valeant.com
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rsoto@sardverb.com /
mgavigan@sardverb.com
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|
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Canadian
Media:
|
|
Jean-Sebastien
Lamoureux
|
|
Le Cabinet de
relations publiques NATIONAL/
NATIONAL Public Relations
|
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514-843-2368
|
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jslamoureux@national.ca
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Photo -
http://photos.prnewswire.com/prnh/20101025/LA87217LOGO
SOURCE Valeant Pharmaceuticals International, Inc.