Allergan,Pershing Square Files Lawsuit in Delaware Court of Chancery Seeking Confirmation that Allergan’s Rights Plan Is Not Triggered by Efforts to Call a Special Meeting
- Announced today that an affiliate has filed a lawsuit in the Delaware Court of Chancery seeking a declaratory judgment confirming that its actions in connection with the solicitation and receipt of revocable proxies to call a special meeting of shareholders of Allergan, Inc. (Allergan) (NYSE:AGN) will not trigger Allergans recently adopted poison pill.
- Allergans defensive reaction to the business combination transaction proposed by Valeant Pharmaceuticals International, Inc. (Valeant) (NYSE:VRX) has raised speculation that Allergan might try to assert that a shareholders compliance with the unprecedented procedures in Allergans bylaws somehow triggers the poison pill. Using a poison pill to silence shareholders or prevent them from exercising their voting rights is unlawful. In light of Allergans actions to date, and in order to remove any concern shareholders might have in participating in calling for a special meeting, Pershing Square had no alternative but to take this action.
- The lawsuit followed a request by Pershing Square on June 6, 2014 to Allergan seeking confirmation that Allergan would not use its poison pill to frustrate its own bylaws and impede the calling of a special meeting. A response from Allergans counsel on June 11, 2014 failed to provide the confirmation requested.
- The complaint can be found here: {http://www.vpsevent.com/chancerycomplaint-06-12-14.pdf}