Allergan comments on Pershing Square’s definitive proxy solicitation

Allergan (AGN) provided the following comment in response to the definitive proxy solicitation filed by Pershing Square Capital Management in connection with Pershing Square’s request to call a Special Meeting of Stockholders. At the Special Meeting, if called, Allergan stockholders would be asked to remove a majority of the company’s existing directors in connection with Valeant Pharmaceuticals' (VRX) unsolicited exchange offer to acquire all outstanding common shares of Allergan for 0.83 shares of Valeant common stock and $72.00 in cash, or subject to proration, an amount of cash or a number of Valeant common shares with the implied value set forth in the exchange offer. Under the current Board’s leadership, which includes individuals with significantly more industry experience than Pershing Square’s recommended nominees, Allergan continues to execute on its plan to drive near- and long-term organic growth, enhance its growth prospects and continue generating significant value for all of Allergan’s stockholders. We believe Pershing Square’s attempt to replace a majority of the Allergan Board is a further effort to support Valeant in its bid to acquire Allergan at a grossly inadequate price that substantially undervalues the company and creates significant risks and uncertainties for Allergan stockholders. Valeant has repeatedly failed to address the serious concerns raised by Allergan and important members of the investment community about Valeant’s anemic organic growth driven by unsustainable price increases, among other fundamental business model issues. Allergan has a track record of consistently acting in the best interests of its stockholders and the Board remains confident in the company’s ability to create significantly more value than Valeant’s proposal.

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