Allergan shareholder rights plan ruling sought by Pershing Square, Valeant
A joint venture of Pershing Square Capital Management and Valeant Pharmaceuticals International has requested that a court rule that its push for a special shareholder meeting to dislodge the majority of Allergan's board members won't lead to an anti-takeover defense, according to a newswire report.
Bloomberg cited Pershing Square CEO Bill Ackman as saying Friday that "this lawsuit" is a result of Allergan's refusal to confirm that its shareholder rights plan "does not apply to" the pursuit of "a special meeting." According to the article, Pershing Square owns a 9.7% interest in Irvine, California-based Allergan as part of a joint venture entity -- PS Fund 1 LLC -- with Laval, Quebec-based Valeant.
PS Fund filed with the Securities and Exchange Commission a preliminary proxy on 2 June to kick off the process for a special shareholder meeting, and the JV entity sued Allergan Friday in a Delaware court and requested that the judge find that the quest for a special meeting won't activate the company's shareholder rights plan against takeovers. According to the article, PS Fund pursued the course of action it did because it was concerned that if it secured backing from one-quarter of shareholders to move ahead with a special meeting, it would be deemed 25% "beneficial owners" of the takeover target, thereby activating the shareholder rights plan.