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Valeant boosts Allergan bid to get 'this deal done'

This March 20, 2002 file photo shows a vial of Botox, made by Allergan.


Valeant Pharmaceuticals International Inc. is boosting its unsolicited bid for Allergan Inc. for the second time in just days, the latest move in a heated and protracted battle for control of the Botox maker.

Laval, Que.-based Valeant is now offering $72 (U.S.) in cash, as well as 0.83 of a Valeant share, bringing its bid to more than $181 a share, or about $54-billion, based on closing prices Friday.

The pumped-up offer comes after the pharma giant's Wednesday bid of $58.30 a share in cash and the same amount of stock. That had bumped the bid to $49.9-billion, compared with the initial $47-billion.

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"We are very committed to getting this deal done," Valeant chief executive officer Michael Pearson said in a statement.

The latest offer, Valeant said, is conditional on quick negotiations conducted in good faith.

The initial response from Irvine, Calif.-based Allergan was to acknowledge the new bid, but it said it had not yet received the proposal. It added its board would "carefully review and consider" it.

Valeant began its hostile quest for Allergan in April this year.

"We strongly believe that applying Valeant's operating philosophy, strategy, and financial discipline to a broader set of durable assets will continue to create substantial returns for shareholders over the short, intermediate, and long term," Mr. Pearson said.

Valeant's fresh bid also kept a previously proposed condition to pay up to $25 a share if sales of Allergan's Darpin experimental eye drug hit targets – which could be worth an extra $7.6-billion to a deal.

To accelerate negotiations, U.S. activist investor Bill Ackman, Allergan's largest shareholder and Valeant's backer, said he would take only Valeant stock for his 9.7-per-cent stake in the company.

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Mr. Ackman would take his cut at a rate of 1.23 Valeant shares for each Allergan share, which the company said is a consideration that is much less than other Allergan shareholders would get.

He also took some credit for drumming up the latest offer. "Early this morning, I called Mike and offered to give up $600-million of value to the other Allergan shareholders and exchange our shares for Valeant stock if Valeant were prepared to increase its offer to the other Allergan shareholders," said Mr. Ackman, head of hedge fund Pershing Square Capital Management.

Mr. Ackman added in a statement that the new offer indicates a belief in the long-term potential of the businesses. "We look forward to the Allergan board immediately entering into negotiations with Valeant and finalizing this transaction."

Valeant has faced stiff criticism from its target.

Allergan hired financial consultants and forensic accountants to review its pursuer and staged an investor presentation that took shots at Valeant. Allergan took issue with Valeant's stock valuation and business model, saying the company overemphasizes its ability to grow organically, sees frequent changes to top management and has amassed a significant amount of debt.

Mr. Pearson has told investors that Allergan's analysis of the company is inaccurate.

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Shares of both companies climbed on the news. Allergan's stock price rose 5.7 per cent to close at $167.46 (U.S.) on the New York Stock Exchange on Friday; Valeant closed up 1.6 per cent, at $142.34 (Canadian) on the Toronto Stock Exchange.

Valeant plans to discuss its offer in further detail in a conference call on Monday.

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About the Author
Financial Services Reporter

Jacqueline Nelson is a financial services reporter at the Report on Business. Prior to that she was a staff writer at Canadian Business magazine, covering news and writing features on a wide variety of subjects. More


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