Pershing Square Activist Presentation Deck
Legal Disclaimer (Cont.)
This presentation contains forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding Valeant's offer to
acquire Allergan, Valeant's financing of the proposed transaction, Valeant's or Allergan's expected future value and performance (including expected results of
operations and financial guidance), and the combined company's future financial condition, operation results, strategy and plans. Forward-looking statements
may be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could." "would," "may." "will," "believes," "estimates," "potential,"
"target," "opportunity," "tentative," "positioning," "designed," "create." "predict," "project," "seek," "ongoing." "upside, increases" or "continue" and variations or
similar expressions and include but are not limited to beliefs expressed regarding future performance. These statements are based upon the current expectations
and beliefs of Pershing Square and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ
materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks
and uncertainties discussed in Valeant's and/or Allergan's most recent annual or quarterly reports filed with the SEC and the Canadian Securities Administrators
(the "CSA") and assumptions, risks and uncertainties relating to the proposed merger, as detailed from time to time in Valeant's filings with the SEC and the CSA
Important factors that could cause actual results to differ materially from the forward-looking statements we make in this presentation are set forth in other reports
or documents that Valeant and/or Allergan file from time to time with the SEC or the CSA, and include, but are not limited to:
the ultimate outcome of any possible transaction between Valeant and Allergan, including the possibilities that Valeant will not pursue a transaction with Allergan
and that Allergan will reject a transaction with Valeant;
if a transaction between Valeant and Allergan were to occur, the ultimate outcome and results of integrating the operations of Valeant and Allergan, the ultimate
outcome of Valeant's pricing and operating strategy applied to Allergan and the ultimate ability to realize synergies;
the effects of the business combination of Valeant and Allergan, including the combined company's future financial condition, operating results, strategy and plans
the effects of governmental regulation on Valeant's and Allergan's business or potential business combination transaction;
ability to obtain regulatory approvals and meet other closing conditions to the transaction, including all necessary stockholder approvals, on a timely basis:
Valeant's and Allergan's ability to sustain and grow revenues and cash flow from operations in their respective markets and to maintain and grow their respective
customer bases, the need for innovation and the related capital expenditures and the unpredictable economic conditions in the United States and other markets;
the impact of competition from other market participants;
the development and commercialization of new products;
the availability and access, in general, of funds to meet Valeant's and Allergan's debt obligations prior to or when they become due and to fund their operations
and necessary capital expenditures, either through (1) cash on hand, (i) free cash flow, or () access to the capital or credit markets:
Valeant's and Allergan's ability to comply with all covenants in their respective indentures and credit facilities any violation of which, if not cured in a timely
manner, could trigger a default of their respective other obligations under cross-default provisions; and
the risks and uncertainties detailed by Valeant and Allergan with respect to their respective businesses as described in their respective reports and documents
filed with the SEC.
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers
are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. None
of Pershing Square or any of its affiliates or associates, or any of their respective directors, officers, employees, agents, shareholders or advisors undertakes any
obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect actual outcomes.View entire presentation