IRVINE, Calif., Sept. 25, 2014 /PRNewswire/ -- Pentwater Capital Management today issued the following letter to the Board of Directors of Allergan, Inc.:
September 25, 2014
Mr. David E. I. Pyott
Mr. Michael R. Gallagher
Mr. Russell T. Ray
Dr. Trevor Mervyn Jones
Mr. Louis J. Lavigne
Dr. Deborah Dunsire
Dr. Peter J. McDonnell
Mr. Timothy D. Proctor
Mr. Henri A. Termeer
2525 Dupont Drive
Irvine, CA 92612
Dear Members of the Board of Directors:
Pentwater Capital Management is the beneficial holder of over 3.9 million shares of Allergan. We have watched for the past several months as Allergan’s board has continued to refuse to meet with Valeant to explore its premium bid for Allergan. Valeant has stated its willingness to increase its bid if Allergan is willing to meet with Valeant and provide due diligence. In addition, press reports have indicated that Actavis has also approached Allergan with a premium bid. Despite receiving two premium bids, Allergan’s board has refused to engage with either bidder. This type of shareholder destructive action has led over 35% of Allergan’s shareholders to request a special meeting to remove Allergan’s current directors.
During this time, the actions of Allergan’s board have grown increasingly hostile towards its own shareholders. Numerous press reports indicate that Allergan may be imminently planning an acquisition of Salix Pharmaceuticals for over $12 billion in cash. Such a significant acquisition has the potential to impede an acquisition of Allergan by Valeant, Actavis, or others. Pentwater does not understand how Allergan’s directors could possibly conclude it is an appropriate exercise of their fiduciary duty to embark on such a large scale acquisition without first engaging with Valeant and Actavis. This is especially the case given that, in less than three months, Allergan shareholders will vote on whether to remove six of Allergan’s directors.
Pentwater is strongly opposed to the board of Allergan agreeing to any significant acquisition that does not allow shareholders to vote on the transaction. Such an action would render meaningless the upcoming special meeting scheduled for December 18 and destroy value for all Allergan shareholders by failing to explore the premium bids that have been presented to Allergan.
Sincerely,
Matthew C. Halbower
CEO Pentwater Capital Management.
SOURCE Pentwater Capital Management
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