(Adds shareholder comment, detail on meeting requirement)
By Rod Nickel and Ashutosh Pandey
May 8 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
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
A series of agreed or proposed drug company deals may herald
a new era of acquisitions not seen in the sector since last
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
Valeant was ready to negotiate and expected to hear from
Allergan's board or management within the next few weeks,
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)