Botox maker Allergan Inc. has set a date for a special meeting at which its shareholders will consider replacing most of its board, but it doesn’t want the main proponents of that move to participate.
The Irvine, California, company is seeking a federal court order that bars Valeant Pharmaceuticals International Inc. and activist investor Bill Ackman and his Pershing Square Capital Management from voting their shares in the meeting.
Ackman and Valeant have been pushing a hostile takeover attempt of Allergan since April and had submitted to Allergan written requests for the meeting from holders of 31 percent of Allergan’s stock.
Allergan said Tuesday said it will hold the special meeting Dec. 18 for shareholders of record as of Oct. 27. But it also will seek an order barring Valeant, Pershing Square and Ackman “from exercising any rights or benefits associated with Allergan shares.”
Valeant, which is based in Laval, Quebec, and Pershing Square said Wednesday in an emailed statement that Allergan’s “desperate attempts” to delay or prevent the meeting won’t succeed.
“It is apparent that Allergan fears letting its stockholders have a voice, and we believe that its transparent efforts to prevent that will not stand,” the statement said.
Valeant has made several offers to buy Allergan, the latest amounting to about $53 billion.
Allergan has called the offers “grossly inadequate” and said its board is confident in the drugmaker’s ability to create more value on its own than Valeant’s offer could produce. It has sued Valeant, Pershing and Ackman, accusing them of securities irregularities, claims the litigation targets call “baseless.”
The lawsuit alleges debt-laden Valeant got Pershing Square to finance the deal because it couldn’t on its own, and that between February and April, Pershing Square quietly bought $3.2 billion in Allergan shares. The suit states Pershing Square then reaped a windfall after Valeant publicly proposed buying Allergan in late April, as those shares rose about $1.2 billion in value.