Valeant, Pershing Square make revised proposal to acquire all outstanding shares of Allergan

AllerganMay 31 2014

Allergan, Inc. (NYSE: AGN) ("Allergan" or the "Company") today acknowledged that Valeant Pharmaceuticals International, Inc. ("Valeant") and Pershing Square Capital Management, L.P. ("Pershing Square") have made a second revised, unsolicited proposal to acquire all of the outstanding shares of the Company for a combination of 0.83 of Valeant common shares, $72.00 in cash per share of common stock of the Company, and a Contingent Value Right (CVR) related to DARPin® sales (the "Re-Revised Proposal").

Allergan has not yet received the Re-Revised Proposal from Valeant and Pershing Square. When the Company receives the Re-Revised Proposal, the Allergan Board of Directors (the "Board") will carefully review and consider it and pursue the course of action that the Board believes is in the best interests of the Company and all of its stockholders. No action by Allergan's stockholders is required at this time.

The Company noted that on April 22, 2014, Valeant proposed acquiring all of the outstanding shares of Allergan for 0.83 shares of Valeant stock and $48.30 in cash (the "Original Proposal"). On May 12, 2014, after a comprehensive review conducted in consultation with its financial and legal advisors, the Board unanimously concluded that the Original Proposal substantially undervalued Allergan, created significant risks and uncertainties for the stockholders of Allergan, and was not in the best interests of the Company and its stockholders. Today's proposal is a re-revised proposal by both Valeant and Pershing Square updating the offer made by Valeant two days ago on May 28^th, 2014 that the Board had not yet responded to.

In a May 27, 2014 investor presentation, Allergan noted a number of important issues regarding the sustainability of Valeant's business model and stock value that Allergan believes are highly relevant considerations for Allergan's stockholders.

Goldman, Sachs & Co. and BofA Merrill Lynch are serving as financial advisors to the Company and Latham & Watkins, Richards, Layton & Finger, P.A. and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to the Company.