SEC reviewing Valeant, Ackman's hostile Allergan bid

Thu Aug 14, 2014 4:08pm EDT

The head offices of Valeant Pharmaceuticals International Inc. are seen in Laval, Quebec May 20, 2014. REUTERS/Christinne Muschi

The head offices of Valeant Pharmaceuticals International Inc. are seen in Laval, Quebec May 20, 2014.

Credit: Reuters/Christinne Muschi

(Reuters) - U.S. securities regulators are looking at the hostile takeover bid made by billionaire investor William Ackman and Valeant Pharmaceuticals for Botox maker Allergan Inc, a person familiar with the matter said on Thursday.

The Securities and Exchange Commission, which regularly reviews planned takeover deals, is asking Ackman's hedge fund, Pershing Square Capital Management, questions about the deal and the hedge fund is answering them, the person said.

Pershing Square, which owns nearly 10 percent of Allergan, worked with Valeant to put together the takeover deal, which was first unveiled in April. Allergan is fighting the hostile bid.

Valeant has since launched a tender offer for the company's shares.

The Wall Street Journal first reported on Thursday that the SEC was looking into whether the hostile offer by Valeant and Ackman violated securities laws.

Pershing Square said in a statement that it had done nothing wrong when it acquired shares of Allergan, made an offer on April 22 that was rejected and then launched a tender offer on June 18.

"There is nothing illegal, unethical or improper in taking a toehold position before a merger is proposed, even if it is not wanted by the target’s management. We welcome the SEC’s review of the facts," Pershing Square said.

Earlier this month, Allergan accused Valeant and Ackman of violating securities laws by using insider information as they prepared their takeover bid.

A Valeant spokeswoman said the company was confident that the trading was completely lawful.

The SEC and Allergan declined to comment.

Allergan's insider trading suit is scheduled for a hearing on Aug. 20, at which point the judge in the case could decide on whether to grant an expedited schedule. At the same time, Pershing is in the midst of gathering Allergan shareholder support for a special meeting at which it will seek to replace board members.

It needs more than 25 percent of shareholders to do that and has said that it plans to present Allergan with its request for the meeting in mid-August.

(Reporting by Caroline Humer in New York, Svea Herbst in Boston and Anand Basu in Bangalore; Editing by Michele Gershberg and Steve Orlofsky)

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