UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
Amendment No. 5
ALLERGAN, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
018490102
(CUSIP Number)
Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700
with a copy to:
Stephen Fraidin, Esq.
Richard M. Brand, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
212-446-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 21, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
CUSIP No. 018490102 | 13D | Page 2 of 7 Pages |
1 | NAME OF REPORTING PERSON
Pershing Square Capital Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
28,878,538 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
28,878,538 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
28,878,638 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%(1)% | |||||
14 | TYPE OF REPORTING PERSON
IA |
(1) | Calculated based on 297,556,619 shares of common stock, $0.01 par value, of Allergan, Inc., outstanding as of May 1, 2014, as reported in Allergan, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2014, as filed with the Securities and Exchange Commission on May 7, 2014. |
Page 2 of 7 Pages
CUSIP No. 018490102 | 13D | Page 3 of 7 Pages |
1 | NAMES OF REPORTING PERSON
PS Management GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
28,878,538 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
28,878,538 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,878,638 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%(2) | |||||
14 | TYPE OF REPORTING PERSON
OO |
(2) | Calculated based on 297,556,619 shares of common stock, $0.01 par value, of Allergan, Inc., outstanding as of May 1, 2014, as reported in Allergan, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2014, as filed with the Securities and Exchange Commission on May 7, 2014. |
Page 3 of 7 Pages
CUSIP No. 018490102 | 13D | Page 4 of 7 Pages |
1 | NAME OF REPORTING PERSON
William A. Ackman | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
28,878,538 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
28,878,538 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
28,878,638 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%(3)% | |||||
14 | TYPE OF REPORTING PERSON
IN |
(3) | Calculated based on 297,556,619 shares of common stock, $0.01 par value, of Allergan, Inc., outstanding as of May 1, 2014, as reported in Allergan, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2014, as filed with the Securities and Exchange Commission on May 7, 2014. |
Page 4 of 7 Pages
CUSIP No. 018490102 | 13D | Page 5 of 7 Pages |
Item 1. | Security and Issuer. |
This amendment No. 5 to Schedule 13D (this Amendment No. 5), which amends and supplements the statement on Schedule 13D filed on April 21, 2014 (the Original 13D), as amended and supplemented by amendment No. 1 (Amendment No. 1), filed on May 2, 2014, amendment No. 2 (Amendment No. 2), filed on May 5, 2014, amendment No. 3 (Amendment No. 3), filed on May 12, 2014, and amendment No. 4 (Amendment No. 4), filed on May 19, 2014 (the Original 13D as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, the Schedule 13D), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square); (ii) PS Management GP, LLC, a Delaware limited liability company (PS Management) and (iii) William A. Ackman, a citizen of the United States (together with Pershing Square and PS Management, the Reporting Persons) relates to the common stock, par value $0.01 per share (the Common Stock), of Allergan, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at: 2525 Dupont Drive, Irvine, California, 92612.
Capitalized terms not defined in this Amendment No. 5 shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On May 21, 2014, Pershing Square sent a letter to the Issuers Board of Directors. The letter is attached as Exhibit 99.8 and incorporated herein by reference.
Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.8 | Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of May 21, 2014. |
Page 5 of 7 Pages
CUSIP No. 018490102 | 13D | Page 6 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: May 21, 2014
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. | ||||
By: | PS Management GP, LLC, its General Partner | |||
By: | /s/ William A. Ackman | |||
Name: | William A. Ackman | |||
Title: | Managing Member | |||
PS MANAGEMENT GP, LLC | ||||
By: | /s/ William A. Ackman | |||
Name: | William A. Ackman | |||
Title: | Managing Member | |||
By: | /s/ William A. Ackman | |||
Name: | William A. Ackman |
Page 6 of 7 Pages
CUSIP No. 018490102 | 13D | Page 7 of 7 Pages |
EXHIBIT INDEX
Exhibit |
Description | |
Exhibit 99.1 | Joint Filing Agreement, dated as of April 21, 2014, among Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman.* | |
Exhibit 99.2 | Trading data.* | |
Exhibit 99.3 | Letter Agreement, dated as of February 25, 2014, among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc.* | |
Exhibit 99.4 | Amended and Restated Limited Liability Company Agreement of PS Fund 1, LLC, dated as of April 3, 2014, by and among Pershing Square Capital Management, L.P., Pershing Square L.P., Pershing Square II, L.P., Pershing Square International, Ltd., Pershing Square Holdings, Ltd., and Valeant Pharmaceuticals International.* | |
Exhibit 99.5 | Letter to Michael R. Gallagher from Pershing Square Capital Management, L.P., dated as of May 5, 2014.* | |
Exhibit 99.6 | Letter to Allergan, Inc. from Pershing Square Capital Management, L.P., dated as of May 12, 2014.* | |
Exhibit 99.7 | Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of May 19, 2014.* | |
Exhibit 99.8 | Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of May 21, 2014. |
* | Previously Filed. |
Page 7 of 7 Pages
Exhibit 99.8
May 21, 2014
By U.S. Mail and Email:
Mr. Michael R. Gallagher
Lead Director
c/o Allergan, Inc.
2525 Dupont Drive
Irvine, CA 92612
Re: | Allergan Governance Failures |
Dear Mr. Gallagher,
We are in receipt of your letter dated May 19th and Mr. Pyotts simultaneously released letter to Allergan employees. We regret that you disagree with our statements and can assure you that the purpose of the letter was not a blatant attempt to isolate Mr. Pyott.
As we have previously explained, Mr. Pyott has a disabling conflict of interest by virtue of the likely loss of his leadership role and employment at the company if a change-in-control transaction were to be consummated. He is not an independent director, and therefore should not be leading the strategic alternative review process. The Board must recognize his conflicts and that of other employees and put in place policies and procedures to minimize the risk that these conflicts interfere with maximizing shareholder value. Indeed, there will be times when Mr. Pyott should in fact be isolated from the process, and when independent directors should take a leadership role, much the same way that good governance requires that certain issues be discussed in executive session or managed by a special committee of disinterested directors.
We were encouraged by our first discussion when you told us that Allergans board has an open mind with no entrenched views, and will show a high degree of professionalism during its review process. By allowing Mr. Pyott to be the only spokesperson for the board and the only source of information for the board from shareholders, the board is not showing an appropriate degree of independence in this process, nor is the board able to receive candid feedback from the companys owners. Mr. Pyotts comments in his employee letter further highlight these concerns and demonstrate why he should not be leading the strategic review process:
Valeant has announced its intention to hold a webcast on May 28th to improve the terms of its offer to acquire Allergan. You can be assured that the Allergan Board of Directors, and the small team of Allergan employees who are dedicated to dealing with Valeant and Pershing Square, will be ready. (emphasis added)
Allergan, Inc.
May 21, 2014
Page 2 of 3
You should be prepared that this battle may continue throughout the remainder of 2014, and perhaps even into early 2015.
Mr. Pyotts framing of the Valeant proposal is disturbing. Valeant has presented Allergan and its shareholders with the opportunity for a substantial initial premium, a large cash payment, and the ability to continue to participate in the material strategic and cost synergies of the combined enterprise. This is a strategic business opportunity that should be explored carefully, not an invasion that requires readiness and a counterattack plan.
As you correctly pointed out initially, the process should be about the boards thoughtful, unemotional and rational review of strategic alternatives. The Allergan board should independently lead this process rather than delegating these important governance matters to a team of conflicted employees who are dedicated to dealing with Valeant and Pershing Square as Mr. Pyott highlighted in his letter.
Moreover, Mr. Pyott raised additional concerns when he states:
We listened carefully to investors perspectives and heard that they would like to see us harnessing this financial strength to create even more stockholder value by, among other suggestions, either purchasing growth oriented companies or technologies that fit our strategy and operating model, and/or buying back Allergan stock.
We, too, have engaged with and listened carefully to Allergans investors and analysts. We did not hear from these constituents that Allergan should pursue purchasing growth oriented companies or technologies that fit our strategy and operating model, and/or buying back Allergan stock. In fact, we and most investors believe that paying a premium to acquire another business in an effort to thwart Valeants proposal and/or repurchasing shares at todays premium prices are more likely to destroy value for Allergan shareholders than enhance shareholder value.
If there were highly accretive transactions available to Allergan in the past, the company should already have done them. Similarly, if Allergan has excess capital that should be returned to shareholders, it should have done so when the stock price was 40% lower during the second half of last year. We do not believe that share repurchases at current valuations are a good use of capital.
Lastly, we agree that Mr. Pyott has done a good job running Allergan during his tenure, and he has been appropriately compensated for doing so. Today, however, the decision for the board, and ultimately the shareholders, is to determine the best path forward for Allergan. Mr. Pyotts history at the company is not a relevant consideration in determining an appropriate governance process for evaluating Valeants proposal.
Allergan, Inc.
May 21, 2014
Page 3 of 3
We again strongly urge the independent directors to retain independent counsel and advisors to carefully review the revised Valeant proposal and to negotiate the best possible deal with Valeant in order to maximize value for all shareholders.
Sincerely, |
William A. Ackman |
cc: The Board of Directors
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