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DewDiligence

05/13/14 1:11 PM

#177884 RE: DewDiligence #177847

The VRX/Pershing hostile offer for AGN is getting more and more innovative. VRX/Pershing plan to convene a “mock” meeting of AGN shareholders to allow them to informally express an opinion on the merger offer. A mock shareholders meeting—as opposed to a real one—avoids triggering AGN’s poison pill, which would go into effect if Pershing were to formally join with other AGN shareholders in requesting a special meeting of AGN’s shareholders.

More color on the machinations:
http://www.bloombergview.com/articles/2014-05-12/bill-ackman-will-hold-a-pretend-allergan-shareholder-meeting
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DewDiligence

05/27/14 8:51 AM

#178412 RE: DewDiligence #177847

Slides 17-18 of AGN’s reply to VRX (re shortcomings of “roll-up” business model) are a must-read:

http://www.sec.gov/Archives/edgar/data/850693/000119312514212107/d732921dex992.htm

AGN’s PR contains the same info in condensed form:
http://www.sec.gov/Archives/edgar/data/850693/000119312514212107/d732921dex991.htm