UPDATE 3-Valeant, Ackman's Pershing eye shakeup to Allergan board

Thu May 8, 2014 11:37am EDT

(Adds shareholder comment, detail on meeting requirement)

By Rod Nickel and Ashutosh Pandey

May 8 (Reuters) - Deal-making drugmaker Valeant Pharmaceuticals International Inc , together with activist investor Pershing Square, plan to push for changes on the board of Allergan Inc, which Valeant hopes to acquire.

Billionaire Bill Ackman's hedge fund Pershing Square - which owns nearly 10 percent of Allergan - and Valeant will pursue "at the appropriate time" a special shareholder meeting to remove some or all directors on Allergan's board, Valeant Chief Financial Officer Howard Schiller said Thursday on a conference call about the company's quarterly results.

In the meantime, Valeant has been meeting with shareholders of Allergan, some of whom overlap with Valeant's investors. Valeant said that it, together with Pershing, would seek a referendum of Allergan shareholders on support for its board to hold talks with Valeant.

"It's clear that they really see the compelling nature of the transaction and we have strong, strong support to get this deal done," said Valeant Chief Executive Michael Pearson.

"Their shareholders are speaking, and our shareholders are speaking, that they want us to focus on this and get it done and that's what we intend to do."

An Allergan spokesman declined to comment.

According to Allergan's bylaws, the company will call a special meeting upon the written request of investors holding at least 25 percent of Allergan's outstanding shares of common stock.

A series of agreed or proposed drug company deals may herald a new era of acquisitions not seen in the sector since last decade.

U.S. drugmaker Pfizer has bid for Britain's AstraZeneca, in what would potentially be the biggest ever foreign takeover of a British firm.

Valeant reported a 35 percent jump in adjusted profit on Thursday, helped by robust drug sales in the United States and in its Bausch & Lomb eyecare business.

Shares of Valeant edged up 0.3 percent to $133.80 in late morning trading on the New York Stock Exchange, while Allergan stock was up 0.1 percent at $166.11.

The Laval, Quebec-based company teamed up with Pershing Square in April to make a cash-and-stock offer worth $47 billion for Allergan, the maker of Botox.

Allergan has said it was reviewing the unsolicited bid.

Allergan is likely worth more and a higher bid is likely, said Brian Acker, chief executive of Acker Finley Inc, a small investor in Valeant and Allergan.

If Valeant lands Allergan, it can then aim at even bigger targets, Acker said.

"If I were the other elephants out there, I'd be really worried," he said. "If they do get Allergan, I think there's bigger game out there to go after."

Pearson said in January that Valeant was looking to become one of the world's top five pharmaceutical companies in terms of market capitalization by the end of 2016, largely through acquisitions. It is currently among the 15 biggest.

Valeant was ready to negotiate and expected to hear from Allergan's board or management within the next few weeks, Schiller said.

Even as it pursues its largest transaction, Valeant has been making smaller deals. Pearson said the company expects to sign or complete more than 20 deals worth about $900 million in total during the first half, including 10 transactions for about $200 million in the current quarter. Valeant is targeting deals in the Middle East, Indonesia and South Africa, Pearson said.

Adjusted profit, which Valeant calls cash earnings, rose in the first quarter to $600 million, or $1.76 per share, excluding a $135 million charge related to the Bausch & Lomb acquisition last year for $8.7 billion and other one-time items. Revenue jumped 77 percent to $1.89 billion.

Analysts had expected cash earnings of $1.72 per share on revenue of $1.97 billion, according to Thomson Reuters I/B/E/S.

Valeant's net loss narrowed to $20.3 million, or 7 cents per share, in the first quarter ended March 31, from $27.5 million, or 9 cents per share, a year earlier.

The company said the surge in revenue was driven by 82 percent growth in the developed markets, which make up the bulk of Valeant's business. (Reporting by Rod Nickel and Ashutosh Pandey; Editing by Sriraj Kalluvila and Bernadette Baum)