Valeant (VRX) Enters Cash, Stock Bid for Allergan (AGN)

Valeant Pharmaceuticals International, Inc. (NYSE: VRX) announced that it has submitted a merger proposal to the Board of Directors of Allergan, Inc. (NYSE: AGN) under which each Allergan share would be exchanged for $48.30 in cash and 0.83 shares of Valeant common stock, based on the fully diluted number of Allergan shares outstanding. Shareholders will be able to elect a mix of cash and shares, subject to proration. The proposal represents a substantial premium based on Allergan's unaffected price of $116.63 on April 10, 2014, the day before Pershing Square Capital Management L.P. ("Pershing Square") crossed the 5% Schedule 13D ownership level and commenced its rapid accumulation program. Allergan shareholders will own 43% of the combined company and thereby continue to participate in the expected value creation of the combined company. Pershing Square, Allergan's largest shareholder with a 9.7% stake in Allergan, has agreed to elect only stock consideration in the transaction and intends to remain a significant long-term shareholder of the combined company.

Valeant and Pershing Square believe that the combination of the two companies is extremely compelling for both Allergan and Valeant shareholders and will create an unrivaled platform for growth and value creation in healthcare. The benefits of the combination include:

• Unrivaled portfolio in Ophthalmology, Dermatology, and Aesthetics
  • Provides significant benefits to patients and physicians around the world
  • High single-digit organic growth rate for foreseeable future
• More than $2.7 billion in annual operating cost synergies, not including significant revenue synergies
  • 80% achieved in first six months with the remaining 20% in the following 12 months
• High single-digit tax rate for combined company in addition to cost synergies
• 25-30% pro forma 2014 Cash EPS accretion assuming the transaction closed and full synergies realized on January 1, 2014; year 2 and beyond Cash EPS expected to grow 15-20%+ depending on deployment of free cash flow
• At least $300 million in annual R&D spend to complete future high-probability and late-stage projects
• Strong balance sheet, approximately 3 times net debt / adjusted EBITDA, and significant operating cash flow to accelerate business development
• No antitrust uncertainty
• Financing commitments for $15.5 billion from Barclays and RBC Capital Markets
• Expect to initiate $0.20 per share annual dividend at close, in line with current Allergan dividend
• Flexible with any and all social issues

"This proposal represents an undeniable opportunity to create extraordinary value for both Allergan and Valeant shareholders by establishing an unrivaled platform with leading positions in ophthalmology, dermatology, aesthetics, dental and the emerging markets" said J. Michael Pearson, Chairman and Chief Executive Officer of Valeant. "Together, we can capitalize on the inherent strengths and complementary portfolios of our two companies, while achieving significant synergies by applying Valeant's unique operating model to a combined set of assets. While the Allergan CEO and Board of Directors made it clear, both privately and publicly, that they were unwilling to enter discussions with us about creating a value-enhancing combination, we are hopeful that our proposal for this extremely compelling combination will enable us to engage in productive discussions."

William A. Ackman, Chief Executive Officer of Pershing Square, added, "The combination of Valeant and Allergan represents the most strategic and value-creating transaction I have ever analyzed. I strongly urge the Allergan Board of Directors to carefully examine the proposed transaction and enter into negotiations with Valeant so that a merger can be consummated promptly. We will be electing all-stock consideration in the transaction so that we can remain a long-term holder of the combined company."

The proposed merger agreement that Valeant delivered to Allergan will be filed with the Securities and Exchange Commission.

Barclays and RBC Capital Markets are acting as financial advisors to Valeant and Sullivan & Cromwell LLP, Skadden, Arps, Slate, Meagher & Flom LLP, and Osler, Hoskin & Harcourt LLP are providing legal advice to Valeant. Kirkland & Ellis LLP and Davies Ward Phillips & Vineberg LLP are providing legal advice to Pershing Square.

2014 Guidance

In addition, as mentioned in Valeant's fourth quarter 2013 press release, Valeant is now updating its previous Cash EPS guidance for 2014 based on performance to date, expectations for the rest of the year, and the close of the PreCision Dermatology, Inc. acquisition. Valeant's first quarter 2014 is expected to meet or beat First Call analyst consensus Cash EPS expectations. The outlook for the rest of 2014 remains strong and Valeant is raising 2014 revenue guidance to $8.3 - $8.7 billion from $8.2 - $8.6 billion, Cash EPS guidance to $8.55 - $8.80 from $8.25 - $8.75, and adjusted cash flow from operations to $2.7 - $2.8 billion from $2.4 - $2.6 billion, despite foreign exchange headwinds of approximately $0.15 of Cash EPS. Valeant expects to announce its first quarter 2014 earnings on May 8, 2014.

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