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NYT: Goldman Sachs caught in the middle of Valeant, Allergan takeover fight

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Allergan ($AGN) has brought in a team of advisers to help it fight off Valeant's ($VRX) buyout assault, including Goldman Sachs--known for helping its clients ward off takeover attempts. But while others have been loudly pointing out fault lines in Valeant's unsolicited bid, Goldman has been rather quiet--and prior involvement with Valeant may have something to do with it, The New York Times reports.

Goldman served as the only underwriter for a $2.3 billion offering of new Valeant shares less than a year ago, last June placing 23.5 million shares at $85 apiece with institutional investors, according to the Times. And what's more, the investment bank bought up $300 million worth for itself.

Allergan CEO David Pyott

Now, not long after Goldman seemingly gave Valeant's stock its blessing, Allergan is trying doggedly to throw the value of the Canadian pharma's shares into question. "It's easy to count U.S. dollars. The rest is much more difficult to value," CEO David Pyott said recently, as quoted by the NYT.

As the paper points out, Valeant's shares have traded up about 50% since Goldman underwrote the company's stock; while it may have given the stock its blessing at $85, nothing's to say it would have done so at $123.

Still, it theorizes that underwriting could be the reason Goldman is "taking a back seat" to other consultants when it comes to publicly defending the Botox maker--like Alvarez & Marsal and FTI Consulting, which performed the analysis for a presentation scrutinizing the value of the deal-happy drugmaker's stock last month.

Bill Ackman

Valeant and acquisition partner Bill Ackman, meanwhile, have brought on hostile bid veteran Morgan Stanley to help out with their pickup approach. The takeover team recently said it would take its latest $53 billion offer to shareholders after Allergan repeatedly refused to come to the bargaining table. And now, Ackman's Pershing Square Capital Management says it has filed a lawsuit seeking confirmation that a special shareholder meeting it requested to shake up Allergan's board won't put the company's poison pill defense into play, Reuters reports.

- read the NYT story (sub. req.)
- get more from Reuters

Special Reports: Pharma's top 10 M&A deals of 2013 - Valeant/Bausch + Lomb | The most influential people in biopharma today - J. Michael Pearson - Valeant | 20 Highest-Paid Biopharma CEOs of 2012 - David Pyott - Allergan

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