(Adds investor details, Allergan comment)
By Svea Herbst-Bayliss and Caroline Humer
BOSTON/NEW YORK Aug 22 Investors owning 31
percent of shares of Allergan Inc have asked the company to call
a special shareholder meeting, activist shareholder William
Ackman said on Friday, giving the hedge fund manager a victory
in his fight to acquire the Botox maker.
Ackman, whose Pershing Square Capital Management is
Allergan's largest shareholder, said 35 shareholders including
some of Allergan's "longest-standing" and "largest" investors
handed in paperwork on Friday to compel Allergan to call
Pershing Square and Valeant Pharmaceutical International Inc
made a $52 billion hostile offer for Allergan in April.
Since then Allergan has been fighting for investor support for
its own stand-alone plan that includes cost cuts and making an
acquisition of its own.
Meanwhile, Ackman has been working to sign up enough
shareholders and said that Allergan, under its bylaws, is
required now to call the meeting no later than Dec. 20.
Pershing Square also said on Friday that it filed a lawsuit
in Delaware to require Allergan to schedule the meeting,
anticipating that the company would likely fight doing so.
Ackman and Valeant's cash and stock offer is now worth $49
Allergan said in a press release that it would review the
requests from shareholders in connection with Pershing Square's
meeting request and expects to report the results promptly after
Allergan also said that Ackman and Valeant's offer
undervalues the company
At the meeting, Ackman hopes to replace the bulk of
Allergan board members with his own slate of directors who might
agree to the takeover deal and to force Allergan to open
Ackman's lawsuit is the latest legal tussle for the
companies and follows Allergan's insider trading suit against
Valeant and Ackman filed in federal court in California on Aug.
DELIVERING THE PAPERWORK
Friday's move, in which Valeant and Ackman delivered the
shareholder paperwork to Allergan's headquarters in Irvine,
California, satisfies Allergan's bylaws that at least one
quarter of its shareholders request the meeting, Ackman said.
The hedge fund manager, who called the task of filling out
the paperwork "burdensome," said one shareholder, whose
paperwork totals 174 pages, had to deliver 85 signatures.
T. Rowe Price Associates, The Vanguard Group, State Street
Global Advisors and BlackRock Institutional Trust Company are
the next largest shareholders after Pershing Square.
While some Allergan shareholders have sold holdings since
the deal was announced, Ackman said many of the shareholders who
back the meeting have owned Allergan stock since before he and
Valeant Pharmaceuticals unveiled their takeover deal on April
22. More investors may still fill out the paperwork, he said.
Analysts had expected Ackman to gather more than 25 percent
of the votes after two large proxy advisory firms urged
investors to join Ackman in calling for the meeting.
(Reporting by Svea Herbst-Bayliss and Caroline Humer; Editing
by Chris Reese and Leslie Adler)