Allergan Admits to Disclosure Violations During Valeant Bid
January 17 2017 - 5:19PM
Dow Jones News
By Maria Armental
Allergan PLC will pay $15 million in fines and admit to
disclosure violations during a hostile takeover bid from Valeant
Pharmaceuticals International Inc., the Securities and Exchange
Commission said Tuesday.
The pharmaceutical company, best known as the maker of
antiwrinkle treatment Botox, admitted it didn't disclose in a
timely manner negotiations with potentially friendlier merger
partners following Valeant's bid.
While the SEC order doesn't name the other companies, The Wall
Street Journal reported at the time that Allergan had approached
Salix Pharmaceuticals Ltd. about a potential deal to fend off
Valeant.
Ultimately, Actavis PLC bought Allergan Inc. in a deal valued at
$70.5 billion, while Valeant ended up buying Salix in a roughly $10
billion deal.
Allergan said in a June 2014 regulatory filing the Valeant bid
was inadequate and that it wasn't engaged in negotiations that
could result in a merger. The company was required to amend the
filing if a "material change" happened, but didn't. Instead, the
SEC said, Allergan continued to negotiate behind the scenes.
The company, the SEC said, should have disclosed its discussions
with Salix by at least Aug. 25, 2014, when Salix made a price
counteroffer, and by Oct. 4, 2014, when it responded to Actavis'
offer that it would have to bid more than $200 a share.
The combined company, one of the world's largest drugmakers by
sales, changed its name to Allergan PLC last year.
Write to Maria Armental at maria.armental@wsj.com
(END) Dow Jones Newswires
January 17, 2017 18:04 ET (23:04 GMT)
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