>>> Allergan: Pershing Square filed SC13D; discloses 9.7% stake and Valeant (VRX

Allergan: Pershing Square filed SC13D; discloses 9.7% stake and Valeant (VRX) merger plan

* Valeant currently intends to propose a merger in which AGN's shareholders will receive a combination of cash and Valeant common shares. Valeant has not yet determined the amount of cash and number of Valeant common shares it will offer, but it currently expects the cash component will total around $15 billion.
* "Barclays and Royal Bank of Canada have indicated that they are prepared to deliver financing commitments covering the cash portion of the transaction at the time Valeant makes an offer."
* Although Valeant currently expects to make an offer, it is under no obligation and provides no assurance it will do so. If Valeant fails to make an offer before May 2, 2014, the Reporting Persons will have the right to terminate the letter agreement described in Item 6 below and wind up PS Fund 1.
* The Reporting Persons and Valeant intend to consult with each other in connection with their respective investments in Common Stock..."
* Based on the foregoing, as of April 21, 2014, the 28,878,538 shares of Common Stock (which includes 24,831,107 shares of Common Stock underlying American-style call options and 3,450,000 shares of Common Stock underlying forward purchase contracts) (the "Subject Shares") beneficially owned by the Reporting Persons represent approximately 9.7% of the shares of Common Stock issued and outstanding.
* On February 25, 2014, Pershing Square and Valeant entered into a Letter Agreement (the "Letter Agreement") relating to PS Fund 1's investment in Common Stock. Pursuant to the Letter Agreement, the parties thereto agreed, among other things, that:
- Valeant and Pershing Square will become members in a newly formed jointly owned entity (which thereafter became known as PS Fund 1) and that entity will be the exclusive entity through which Pershing Square and funds advised by Pershing Square will acquire Issuer equity;
- Valeant will contribute $75.9 million to the entity; Funds advised by Pershing Square will contribute in its discretion additional amounts to the entity and the entity will purchase equity in the Issuer;
- Pershing Square will direct the management of the entity (including the manner and timing of purchases and sales of Issuer equity) and will generally decide how the entity votes any securities it owns, except that until the Termination Time (as defined in the Letter Agreement) the entity will vote all of its shares of Common Stock in favor of a proposal by Valeant to acquire the Issuer and other proposals supported by Valeant and against proposals reasonably likely to impair the ability of Valeant to consummate a business combination with the Issuer, and, subject to limited exceptions, will not sell or otherwise reduce its economic ownership in Issuer equity; CUSIP No. 018490102 13D Page 8
- At the election of Valeant, immediately prior to consummation of a Valeant business combination with the Issuer, Pershing Square will purchase, for $400 million, shares of Valeant common stock at a per share price reflecting a 15% discount to the then current market price;