Things are getting real in leading shareholder Pershing Square Capital Management's fight to overturn Allergan's ($AGN) board and install a new slate of directors more amenable to Valeant's ($VRX) $53 billion buyout offer. Monday, Pershing Square--run by Valeant's takeover partner, Bill Ackman--announced the proposed slate of 6 new directors it hopes will help it seal the deal.
Ackman's lineup runs the gamut from Fredric Eshelman, founding chairman of the recently sold Furiex Pharmaceuticals, to former media exec and chancellor of New York schools, Cathleen Black. Other nominees include Betsy Atkins, CEO of venture capital firm Baja; Steven Shulman, managing director of Shulman Ventures; John Zillmer, former exec chairman of chemicals distributor Univar; and David Wilson, former CEO of the Graduate Management Admission Council.
Now, Ackman and Valeant will need to drum up support from investors holding 25% of shares to hold a special meeting where a vote can take place--a task Valeant CEO J. Michael Pearson said recently that his team is close to achieving.
"Each member of our slate of nominees is an independent, skilled leader with relevant domain, industry and/or executive management experience," Ackman said in a statement. "By supporting this slate, Allergan shareholders can ensure that the interests of shareholders will be well represented on the board of Allergan."
But Allergan was less than impressed, touting its current board's "significantly more industry experience" and once again stressing its plan for long-term organic growth--not to mention continuing to poke holes in Valeant's business model.
The announcement "fails to address the serious concerns raised by Allergan and important members of the investment community about Valeant's anemic organic growth driven by unsustainable price increases, among other fundamental business model issues," Allergan said in a statement.Valeant CEO J. Michael Pearson
R&D-focused Allergan has stressed those concerns to shareholders time and again, harping on an acquisition-heavy strategy it has deemed "unsustainable." But that hasn't fazed Pearson, and he doesn't think it's fazed shareholders, either. If his team does round up enough votes to convene the meeting, "both sides know how this will come out," he told The Wall Street Journal.
- read the release
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