Allergan: Pershing Square sends letter Shareholders of Allergan; seeks to request that the Company call a special meeting
Pershing Square seeks to request that the Company call a special meeting of the Company's shareholders for the following purposes:
- to remove from office, without cause, the following six members of the current Board of Directors of the Company, as well as any person or persons elected or appointed to the Board without shareholder approval after the Company's 2014 annual meeting and up to and including the date of the Special Meeting;
- to request that the Board elect or appoint the following individuals to serve as directors on the Board, regardless of whether Proposal 1 is passed;
- to amend Article II, Section 3 and Article II, Section 9 of the Bylaws to remove certain onerous special meeting provisions, to provide mechanics for determining the place, date and hour of and record date for any special meeting called at the request of Company's shareholders and to provide mechanics for calling a special meeting if no directors or less than a majority of directors are then in office, and (ii) to amend Article III, Section 2 of the Bylaws to establish the authorized number of directors of the Company at nine directors, in each case as set forth in greater detail on Exhibit C hereto;
- to repeal any amendment changing the Bylaws in any way from the version that was publicly filed with the SEC on March 26, 2014 and became effective as of May 6, 2014; and
- to request that the Board promptly engage in good faith discussions with Valeant Pharmaceuticals (VRX) regarding Valeant's offer to merge with the Company, without in any way precluding discussions the Board may choose to engage in with other parties potentially offering higher value.