Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
September 15 2014 - 1:45PM
Edgar (US Regulatory)
Filing under Rule 425 under the Securities Act
of 1933 and deemed filed under Rule 14a-12 of
the Securities Exchange Act of 1934
Filed by: Pershing Square Capital Management, L.P.
Subject Company: Valeant Pharmaceuticals International, Inc.
SEC File No. of Valeant Pharmaceuticals International, Inc.: 001-14956
Pershing Square Submits Additional Special Meeting Requests
Total Submitted Represents 35.68% of Allergan Shares
NEW YORKPershing Square Capital Management, L.P. (Pershing Square), the largest shareholder of Allergan, Inc. (NYSE:AGN)
(Allergan), announced that on Friday it submitted to Allergan additional special meeting requests from shareholders owning approximately 0.6% of Allergans shares. With these requests, Pershing Square has delivered requests from 51
institutions representing 35.68% of the outstanding common stock of Allergan.
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 Allergans bylaws to eliminate onerous restrictions
on the calling of a special meeting, a request that Allergan engage in negotiations with Valeant Pharmaceuticals International, Inc. (NYSE:VRX) (Valeant) and Pershing Square, and certain other actions to improve corporate governance of
Allergan.
To learn more about the special meeting and the Pershing Square and Valeant bid for Allergan, as well as related court cases in the Delaware
Court of Chancery and the U.S. District Court Central District of California, please go to http://advancingallergan.com/
ABOUT PERSHING SQUARE
Pershing Square is a Securities and Exchange Commission registered investment advisor to private investment funds. A fund managed by Pershing Square is
Allergans largest shareholder owning approximately 9.7% of shares outstanding.
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 Squares
solicitation of written requests to call a special meeting of shareholders of 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, as it may be amended from time to time (the proxy statement) 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
Rubenstein
Carolyn Sargent, 212-843-8030
csargent@rubenstein.com
or
Steve Murray, 212-843-8293
smurray@rubenstein.com
2
Valeant Pharma (NYSE:VRX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Valeant Pharma (NYSE:VRX)
Historical Stock Chart
From Apr 2023 to Apr 2024