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DewDiligence

04/21/14 5:15 PM

#177079 RE: DewDiligence #177076

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DewDiligence

04/22/14 2:15 PM

#177137 RE: DewDiligence #177076

AGN says BoD will evaluate VRX/Pershing offer:

http://finance.yahoo.com/news/allergan-confirms-receipt-unsolicited-proposal-150000157.html

The Allergan Board of Directors, in consultation with its financial and legal advisors, will carefully review and consider the Proposal and pursue the course of action that it believes is in the best interests of the Company’s stockholders. The Company’s stockholders do not need to take any action at this time.

Goldman, Sachs & Co. and BofA Merrill Lynch are serving as financial advisors to the Company and Latham & Watkins is serving as legal counsel to the Company.

By not announcing an outright rejection, AGN is either being careful to avoid shareholder litigation or is taking the offer more seriously than some people probably thought they would. The advisory for AGN shareholders to take no action is boilerplate and essentially meaningless insofar as VRX/Pershing haven’t (yet) initiated a tender offer.