Allergan (NYSE:AGN) went on the offensive again today in its battle against a hostile takeover bid by Valeant Pharmaceuticals and its hedge fund partner, Pershing Square Capital Management, demanding more transparency from Valeant about its business and prospects for growth – even as Valeant today filed a pre-merger notification with the U.S. Federal Trade Commission.
Allergan said it wants answers to questions raised by it and "important members of the investment community" about "Valeant’s anemic organic growth driven by unsustainable price increases, among other fundamental business model issues."
Irvine, Calif.-based Allergan wants to additional information from Valeant including "a full list and respective performance of the top 15 products (both $ and % growth, including price and volume detail), organic growth by segment, convergence in [generally accepted accounting principles] and non-GAAP EPS and organic growth, organic growth metrics for Bausch & Lomb and segment reporting detailing business lines," according to a press release.
"For nearly two years, Valeant’s management team, specifically, Michael Pearson and Howard Schiller, Valeant CFO, have provided inconsistent statements regarding Valeant’s products. Valeant has also demonstrated an inability to forecast branded drug sales, including Solodyn, 1 of Valeant’s top 5 products, and generic deterioration," according to the release. "Bausch & Lomb, which Valeant acquired in August 2013, appears to be losing market share in pharmaceuticals, lenses and intraocular lens. However, Valeant claims that the business is growing at a double-digit rate. Allergan looks forward to Valeant disclosing Bausch & Lomb’s true business performance, as Valeant has stated it will do, including sales by segment, market share, price and volume."
Allergan also said Valeant’s acquisition of Medicis and the subsequent sale of its filler and toxin assets indicates its unsuitability as an acquirer.
"The poor performance of those products under Valeant is a striking example of the weaknesses of the Valeant model of rapid acquisitions, under-investment and restructurings," Allergan said. "We continue to believe Allergan’s franchises would be significantly at risk under Valeant’s ownership."
For its part, Valeant said today that it filed a pre-merger notification with the FTC under the Hart-Scott-Rodino Antitrust Improvements Act "relating to the proposed acquisition of Allergan."
"Any attempt to secure regulatory approval is premature because there is no transaction to approve," an Allergan spokeswoman told MassDevice.com via email. "The HSR filing by Valeant does not change the fact that its proposal substantially undervalues Allergan, creates significant risks and uncertainties for Allergan’s stockholders and is not in the best interests of the Company and its stockholders. We are confident Allergan can create significantly more value for stockholders than Valeant’s proposal."