Pershing Square Activist Presentation Deck
Allergan's Argument Against Holding a
Special Meeting
► Allergan states that the distraction and time and financial cost of
holding a meeting are the reasons why a special meeting should not
be held
► These costs would go away if Allergan would immediately engage
with Valeant regarding the proposed transaction
There are certain significant risks and costs associated with calling and holding a special meeting of which stockholders should be aware
before making the decision of whether to execute and return a white Written Request card in connection with the Pershing Square/Valeant
Solicitation.
A special meeting and the related solicitations risk diverting significant time and resources when it is critical that Allergan's
Board and management be fully focused on operations and executing the Company's strategies. Rather than hold a special
meeting, our Board and management strongly believe that the more prudent course of action is for Allergan to focus on
extending its track record of substantial growth that the Board and management are confident will create significantly more
value for stockholders than Pershing Square's and Valeant's proposal.
Successive solicitations would also require Allergan to incur additional financial costs, including with respect to internal allocations,
third-party advisory fees, printing, mailing and solicitation expenses and other costs.
Allergan Schedule 14A filed July 15, 2014
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