Valeant ($VRX) and partner Bill Ackman have dodged a serious roadblock in their quest to acquire Allergan. A 9.7% roadblock, if you will.
A federal judge said on Tuesday that Allergan ($AGN) raised "serious questions" concerning the legality of the team's takeover bid. But he chose not to block Ackman's Pershing Square Capital Management--Allergan's largest shareholder--from voting its nearly 10% stake at a December special shareholder meeting. That's where Ackman hopes to upturn Allergan's board in favor of a more deal-friendly slate of directors.
"Although there is something inherently appealing about preventing someone who may have violated the securities laws from using their allegedly wrongfully acquired shares to carry out their ultimate plan … the court does not believe such an injunction is appropriate at this time and in this case," U.S. District Judge David Carter wrote, as quoted by The Wall Street Journal.
Allergan, determined to fend off Valeant ever since the Canadian drugmaker made its first bid this spring, said it would seek an "emergency appeal" of the decision.
While time may be winding down before the Dec. 18 meeting puts Allergan's fate in the hands of shareholders, the Botox maker isn't out of options. On the contrary, it confirmed this week that it was in buyout talks with "another party"--a thinly veiled reference to Actavis ($ACT), according to industry watchers.
For its part, the Dublin-based drugmaker--which first approached Allergan about a deal in September only to be shot down, according to the WSJ--didn't get into any M&A specifics on its third-quarter earnings call Wednesday. But CEO Brent Saunders did say the company, fresh off a pickup of Forest Labs, was well-prepped to take on another large merger.
"I think we've proven we know how to do deals," he said. "I think our track record is clear."
- read the Wall Street Journal story (sub. req.)
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