Allergan

Ackman Threatens To Sue Allergan Over Salix Deal [LETTER]

Bill Ackman is not happy about talks regarding a potential deal between Salix Pharmaceuticals, Ltd. (SLXP) and Allergen. Ackman wants Allergan to sign a deal with VRX and is demanding that the BOD of Allergen commit to the VRX deal. David Gelles of DealBook reported moments ago that Ackman threatened to sue Allergen over the matter – ValueWalk has obtained the letter, in which Ackman threatened to sue AGN.

Bill Ackman of Pershing Square’s letter to the Board of Directors of Allergan, Inc. (NYSE:AGN).

September 23, 2014

Mr. David E. I. Pyott,

Mr. Michael R. Gallagher

Mr. Russ ell T. Ray

Dr. Trevor Mervyn Jones

Mr. Louis J. Lavigne

Dr. Deborah Dunsire

Dr. Peter J. McDonnell

Mr. Timothy D. Proctor

Mr. Henri A. Termeerstev murr

To the Board of Directors of Allergan, Inc. (NYSE:AGN):

We have read published reports t hat you are negotiating a substantial highly leveraged acquisition that would not require shareholder approval i n an attempt to preclude a transaction with Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX). This action would directly contradict your repeated published statements

that: “While Allergan, Inc. (NYSE:AGN) does not believe that Valeant’s offer provides compelling value relative to the alternatives available to the Company, the Allergan Board of Directors fully supports the right of shareholders to vote on the value pro position offered by Valeant at the appropriate time.”

By undertaking an acquisition without a shareholder vote, with the purpose and desired effect of frustrating a Valeant transaction, you are breaching your commitment that shareholders would have a vote on the value proposition offered by Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX). We do not believe you can lawfully undertake such a transaction, particularly given your failure to engage with Valeant.

If you take such action we will immediately bring litigation against you (and any counter-party that aids and abets you) for breach of fiduciary duty.

PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

Sincerely,

William A. Ackman

Chief Executive Officer

Allergan

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