Open Letter to Allergan Shareholders
Making the Case Directly to the Owners
The open letter appealing directly to Allergan's shareholders over the head of its board: a detailed argument that the Valeant offer created more value than any standalone plan, and that the board's refusal to negotiate served entrenchment rather than owners. The letter was a central instrument in the campaign that ultimately delivered Allergan to Actavis. It shows Ackman's fluency in the rhetoric of shareholder democracy.
“EX-99.13 2 d758677dex9913.htm EX-99.13 EX-99.13 Exhibit 99.13 July 16 th , 2014 Mr. David E. I. Pyott Mr. Michael R. Gallagher Mr. Russell T. Ray Dr. Trevor Mervyn Jones Mr. Louis J.”
Summary
This page brings together the two open letters Pershing Square addressed to Allergan’s board during the 2014 Valeant campaign. The first, filed July 16 as Exhibit 99.13, is an unusually direct indictment: Ackman accuses the directors of a scorched-earth defense, questions their fiduciary care, and announces a proxy slate to replace them. The second, dated May 5, is more conventionally cordial — a shareholder’s case for why the Valeant proposal is superior to the standalone alternative and why Allergan should begin negotiations immediately rather than chase alternative deals or tax inversions. Read side by side, the letters trace how Pershing Square’s rhetoric escalated from board-room persuasion to public combat over the course of ten weeks. Both are reproduced in full, including EDGAR exhibit headers.
On scorched-earth defense tactics:
"Your scorched earth response to Valeant is beyond the pale."
On fiduciary duty:
"By refusing to engage with Valeant, we believe that you have breached your fiduciary duty of care and ultimately your duties of loyalty and good faith."
On reputation:
"We remind you that it takes a lifetime to build a reputation and only a few minutes to destroy it."
Full Text
Two letters, complete as filed, including EDGAR headers preserved verbatim. Paragraphing restored editorially — words unchanged.
EX-99.13 2 d758677dex9913.htm EX-99.13 EX-99.13 Exhibit 99.13 July 16 th , 2014 Mr. David E. I. Pyott Mr. Michael R. Gallagher Mr. Russell T. Ray Dr. Trevor Mervyn Jones Mr. Louis J. Lavigne Dr. Deborah Dunsire Dr. Peter J. McDonnell Mr. Timothy D. Proctor Mr. Henri A. Termeer Re: It is Time to Reflect To the Board of Directors of Allergan: In my 21-year history as a governance investor, I cannot think of another example in our portfolio where a board has behaved as poorly as you have in your response to the Valeant merger proposal.
Your scorched earth response to Valeant is beyond the pale.
You have accused Valeant of fraudulent accounting and of falsifying its reported growth rates and business performance, and you have done so without factual evidence to prove these assertions.
If one spreads false and misleading information for the purpose of driving down Valeant’s stock price, that is market manipulation, plain and simple.
That a board of a $50 billion market cap company would engage in such behavior as a defensive tactic is extraordinary and incredibly inappropriate.
Valeant has offered to acquire Allergan for $72 per share in cash and 0.83 shares of Valeant common stock representing a 50% premium to Allergan’s unaffected price, a transaction in which Allergan shareholders will own 44% of the combined company.
In addition, Valeant has offered to issue a CVR to share the value of DARPin with Allergan shareholders.
Valeant has raised its bid twice, lastly in response to feedback we received from what we believe to be a representative sample of the largest institutional, long-standing shareholders of Allergan.
We remind you that the current value of Valeant’s stock does not reflect the value ultimately received by Allergan shareholders because Valeant’s stock currently trades at a substantial discount due to Allergan’s scorched earth, negative information campaign against Valeant, the uncertainty of transaction consummation due to Allergan’s defensive tactics, and the resulting delays in time to closure.
Allergan Board of Directors July 16, 2014 Page 2 of 5 Nearly 90% of Allergan stock has changed hands at prices above $160 per share since the Valeant bid was made public.
We believe that a substantial portion of these shares have been purchased from long-standing investors of Allergan that do not believe that the current market prices are reflective of Allergan’s value as an independent enterprise, and/or have lost confidence that the board and management will act in shareholders’ interests.
These investors are sending a strong and clear message to the board that it is time to negotiate a deal with Valeant.
Meanwhile, the board continues to stick its proverbial head in the sand.
By refusing to engage with Valeant, we believe that you have breached your fiduciary duty of care and ultimately your duties of loyalty and good faith.
Valeant is not offering to buy Allergan for cash, rather the majority of the consideration is in the form of common stock of the combined enterprise.
As a result, the value of the consideration is contingent on the future value of the merged company, 44% of which will be owned by Allergan shareholders.
When a stock transaction is proposed between two similarly-sized enterprises like Valeant and Allergan in which the target shareholders will own a large percentage of the acquirer, the value of the combined company can only be determined by a detailed analysis of transaction synergies, strategic overlap, future business plans, and other factors.
This information can only be obtained by engaging with Valeant.
It is difficult to understand how you can be satisfied that you are exercising due care when you are refusing the opportunity to review available information that is critical to your decision.
Based on Allergan’s public attacks on Valeant’s business, it is manifest that you do not have an adequate understanding of Valeant for you to fulfill your obligation to determine whether the transaction is in the best interest of Allergan shareholders.
I ask that you consider the below questions in light of your published statements that the Valeant offer is “grossly inadequate.” If today’s discounted value of the Valeant bid of $171 per share “grossly undervalues” Allergan then: Why did Mr. Pyott sell $31 million dollars of common stock at $123 per share in February of this year?
Why did other executives sell an additional $57 million of stock at $119 dollars per share in the first quarter of this year?
Why did the compensation committee award millions of dollars of restricted stock and options to management earlier this year based on management’s sandbagged earnings targets?
We note that just prior to the Valeant offer, Allergan management had announced an “aspirational” earnings growth rate of ~15%.
Two weeks after the Valeant offer, management increased its guidance to 20% compounded earnings growth over the next five years.
Remarkably, Mr. Pyott is now hinting that guidance will be raised yet again on the upcoming earnings call.
Allergan Board of Directors July 16, 2014 Page 3 of 5 Why is Allergan contemplating taking on billions of dollars of leverage and initiating a multibillion dollar buyback at a likely substantial premium to today’s stock price when it was unwilling to repurchase stock less than a year ago at half of today’s stock price?
Why is the company now considering making a major acquisition?
If such a value-creating transaction were available in the past, why did the company not act on it then when the market for pharma deals was less heated?
Why would Allergan wait until its negotiating leverage has been impacted by every seller’s knowledge that management is desperate to do a deal to “defend” the company from being acquired?
How can the board ignore the fact that Goldman Sachs, Allergan’s financial advisor, immediately prior to the announcement of the transaction (before it was required to suspend coverage), had a price target for Valeant of $164 and had Valeant on its “Conviction Buy List”?
At $164 per Valeant share, we note that the Valeant deal is worth $208 per Allergan share.
How can the board ignore the valuations and target prices that its own advisers had for Allergan and Valeant before they were hired to “defend” the company?
In June of last year, Goldman Sachs raised $2.3 billion as Valeant’s sole underwriter of its equity offering.
Why would Goldman Sachs have assumed sole underwriter liability in doing so if Valeant’s financial statements are fraudulent as you have suggested?
We note that in Allergan’s 14D-9, the inadequacy opinions Allergan obtained from the company’s bankers expressly state: “We do not express any view on, and this Opinion does not address, the fairness, from a financial point of view”... of the Valeant offer.
Why didn’t the board insist that the company’s financial advisors complete a fairness analysis of the Valeant proposal before determining that it was inadequate?
How can the board have adequately informed itself of fairness of the Valeant proposal if it did not receive a fairness analysis from its own advisors?
Members of the board of directors of a Delaware corporation faced with a takeover bid are required to inform themselves of all material information about a transaction, and then act with care in evaluating it.
By failing to authorize your advisors to meet with Valeant to address any of the board’s stated concerns about its organic growth, accounting, business sustainability, or synergies, the board and its advisors have failed to do a reasonable investigation of the Valeant transaction.
As a result, we believe you are in breach of your fiduciary duties, and have otherwise not acted in good faith.
We would have expected more from you based on your personal career track records up until this time, and what we have heard about some of you from individuals we know in common.
I had hoped that your initial approach to this transaction was an ill-advised negotiating strategy, but the passage of time and your continued misinformation campaign about Valeant have caused us Allergan Board of Directors July 16, 2014 Page 4 of 5 to conclude that you are no longer fit to serve the interests of shareholders.
As a result, we have recruited a group of extremely talented executives and experienced public company directors who understand their fiduciary duties and have a track record of acting in the best interest of shareholders and the companies they have managed as CEOs and as members of their boards of directors.
We encourage you to review the backgrounds of the individuals on our slate who have agreed to serve on Allergan shareholders’ behalf.
They will bring to the board room superb track records in creating and maximizing shareholder value coupled with excellent transaction skills, accounting expertise, broad business experience and healthcare and pharmaceutical industry domain expertise.
We would be surprised if some of you do not know, or know of, the individuals who have agreed to serve.
Ask yourself why a group of high quality individuals, who certainly don’t need the directors’ fees, have agreed to replace you at the shareholders’ behest on Allergan’s board.
The bottom line is this: it is time for you to look at yourself in the mirror and ask yourself whether your behavior as a director of Allergan is appropriate and consistent with your long-term personal reputation and the way you would like to be perceived and judged by institutional and retail investors, the general public, and members of your community and immediate family.
Ask yourself whether your approach to this transaction has been business-like and professional, whether you have been adequately informed by management and your advisors about Valeant, and whether you have fulfilled your duties of care, loyalty and good faith as a director.
Ask yourself if you had half your net worth invested in Allergan stock (and were not otherwise conflicted by being a member of management) whether the approach you have taken is consistent with maximizing value for shareholders?
We believe the vast majority of Allergan’s shareholders are extremely concerned that, to date, you have not fulfilled your fiduciary duties.
Perhaps more significantly for you personally, you have harmed your reputations as corporate citizens.
We remind you that it takes a lifetime to build a reputation and only a few minutes to destroy it.
Rather than attempt to delay the inevitable and further damage your reputations, we ask that you stop this nonsense, and authorize prompt negotiations with Valeant.
If, as part of your due diligence on Valeant, you and/or advisors discover the malfeasance that you have suggested exists, then as Allergan’s largest shareholder with a $5 billion investment we would of course strongly oppose a Valeant transaction.
If, however, your due diligence determines, as we (after the completion of our own detailed due diligence) and other major Allergan shareholders who own stock in both companies have concluded, that Valeant has built a well-managed, decentralized, disciplined specialty pharmaceutical manager, operator, and acquirer which offers tremendous strategic overlap and synergies with Allergan, then first apologize, and then negotiate the best deal you can for Allergan shareholders.
Valeant has publicly stated that it is open to further negotiations if the board engages promptly in good faith negotiations.
Allergan Board of Directors July 16, 2014 Page 5 of 5 We are now working to obtain the consents to call a special meeting, and upon their receipt, we will ask the board to call the meeting.
While under the company’s highly restrictive and cumbersome special meeting mechanics, you have the ability to delay the meeting for up to 120 days, we on behalf of Allergan’s other shareholders ask that you do not delay the inevitable any further.
What legitimate board of directors attempts to silence or otherwise delay hearing what its own shareholders have to say?
Shareholders are looking forward to expressing their views.
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. Sincerely, William A. Ackman Chief Executive Officer
EX-99.5 2 d721048dex995.htm EX-99.5 EX-99.5 Exhibit 99.5 Pershing Square Capital Management, L.P. 888 Seventh Avenue, 42nd Floor New York, NY 10019 May 5, 2014 Mr. Michael R. Gallagher Lead Independent Director Allergan Inc. 2525 Dupont Drive Irvine, CA 92612 Dear Mr. Gallagher, As Allergan’s largest shareholder with 9.7% of the common stock, we look forward to working with you and the rest of the board to maximize value for all Allergan shareholders.
In light of news reports that state that Allergan has begun to approach alternative business combination partners, we had some thoughts to share on the Valeant transaction and how Allergan could best maximize shareholder value.
The Valeant Proposal Is Substantially Superior to the Standalone Alternative It is evident based on the market’s response to the Valeant proposal that it is substantially superior to Allergan’s value as a standalone company.
The Valeant offer represents a significant premium to Allergan’s unaffected stock price of $116.63 on April 10 th , the day before Pershing Square began its rapid accumulation program.
Conservatively valued at Valeant’s current stock price, the offer represents a 38% premium to Allergan’s unaffected stock price.
While a 38% premium is certainly substantial, we believe that valuing the transaction using Valeant’s current stock price significantly undervalues the proposal.
Valeant’s stock price has appreciated only 8% since the transaction was announced, despite Valeant’s forecast that the transaction would be 25%-30% accretive to Pro-Forma Cash 2014 EPS, offers $2.7 billion of identified cost synergies, and potential significant revenue synergies.
As I am sure that you recognize, Valeant’s current stock price reflects a substantial discount to where it will likely trade if the transaction closes.
In our view, this discount arises from the market’s uncertainty as to whether Valeant will be successful in merging with Allergan, a further discount for the potential time to transaction completion, and due to technical factors, as risk arbitrageurs short Valeant and buy Allergan to “set up” their trades.
We believe the correct methodology for valuing the Valeant proposal is to add the $48.30 in cash from the transaction to the pro forma value of 0.83 shares of Valeant stock, based on its estimated trading value beginning at the time the transaction closes, and considered over the long term .
Even if Allergan were able to identify a transaction that offers a higher cash value than the estimated value of the Valeant proposal at the time of transaction closure, we do not believe such a cash transaction would be necessarily superior to Valeant’s stock and cash offer, as many shareholders would likely prefer to continue to participate in the value creation of the combined enterprise through ownership of Valeant common stock.
Many from the Wall Street equity research community use a similar methodology in calculating the transaction’s value.
For instance, on April 28 th , J.P.
Morgan published an equity research report that values the transaction using J.P.
Morgan’s forecast of the per-share value of the combined company.
J.P.
Morgan assumes that the combined company would trade at 14 times J.P.
Morgan’s estimate of 2016 cash EPS, which implies that the combined company is worth $192 per share, and that the Valeant transaction proposal is worth $208 per share.
This value, $208 per share, is a 78% premium to Allergan’s $116 unaffected stock price, and a 61% premium to the average analyst price target on April 10 th .
A $208 per share offer implies $28bn of value creation above Allergan’s unaffected, April 10 th valuation.
We believe the probability that Allergan can create this much incremental value as a standalone company is remote.
Our Recommendation as to How to Maximize Value for Allergan Shareholders We understand that Allergan, consistent with its fiduciary duty, has approached alternative potential business combination partners, but it has not contacted Valeant or otherwise engaged in discussions with Valeant despite Mike Pearson’s public statements suggesting that Valeant may be willing to improve its proposal if Allergan management and its board were to initiate discussions shortly.
We believe it is in the best interest of Allergan shareholders that it begin discussions with Valeant in the very near future.
Today, Allergan is in a good position to negotiate with Valeant.
This may not always be the case.
The strength of Allergan’s negotiating position comes, in part, from the potential that the board may negotiate a more valuable transaction with a large global pharmaceutical company.
The list of global pharmaceutical companies with the financial capacity to buy Allergan, however, is limited, and even more limited when factors such as strategic fit and antitrust risk are considered.
As a result, it is risky for Allergan to rely on the potential for it to negotiate a transaction with a global pharmaceutical company that is superior to the transaction proposed by Valeant.
Unless Allergan were to identify such a transaction in the very near future, the odds of such a deal are likely to decrease over time, and the market and Valeant will likely learn of the lack of interest from alternative companies.
In our experience, shareholders of potential acquirers will pressure management to dispel acquisition rumors.
As each rumor is dispelled, the board’s negotiating leverage with Valeant will decline.
Already some of the rumored suitors have publicly declared their lack of interest in a transaction with Allergan.
Valeant management has publicly acknowledged it understands this dynamic, and has even suggested it would consider reducing its offer if Allergan does not engage and no alternative suitor emerges.
As a result, we believe the board should begin negotiations with Valeant immediately.
The decision to negotiate now is not a decision to sell the company and, therefore, would not prejudice the exercise of the board’s fiduciary duties.
Tax Inversion Transactions There have been a number of press reports that suggest that Allergan is looking to acquire a foreign company and domicile the combined company in the jurisdiction of the target or in another low-tax jurisdiction.
We are skeptical that such a “tax-inversion” would be superior to the Valeant transaction.
We believe a business combination with any of the likely tax-inversion companies would lack the strategic rationale of combining with Valeant, for none of these likely companies has a meaningful presence in ophthalmology, aesthetics, or dermatology.
These companies would, therefore, lack the revenue and cost synergies of the Valeant transaction.
Furthermore, a “tax-inversion” combination would likely require Allergan to pay a premium to the inversion company’s shareholders as compensation for the tax benefits Allergan would receive from the transaction.
This dynamic is the opposite of and highly inferior to the Valeant proposal, in which Allergan shareholders are receiving, not paying, a premium.
There have also been press reports that suggest that Allergan is looking for potential transactions which would deter Valeant’s interest in Allergan.
We would strongly oppose a transaction with another company which did not offer superior shareholder value to the Valeant transaction.
We caution that we would view any “lock up,” break-up fee or other deal protection arrangements that Allergan puts into place between itself and another party interested in a business combination as value destructive.
We would strongly caution Allergan from entering into any of these kinds of arrangements prior to a full engagement with Valeant regarding its proposal and a determination that the alternative proposal is clearly superior and likely to be supported by a majority of the Allergan shareholders.
As Allergan’s largest shareholder, we are supportive of Allergan making the best possible deal with Valeant or identifying a superior transaction with another company.
Given the short list of potential acquirers and Valeant’s willingness to negotiate quickly, we believe Allergan can explore its strategic alternatives and determine a course of action within a matter of weeks.
A quick timeline will also benefit the performance and retention of Allergan employees, who are no doubt distracted by recent events.
We would like to be helpful to the board throughout this process.
I am available anytime by phone for discussions with you or other directors.
Sincerely, William A. Ackman cc: Mr. David E.I.
Pyott Ms. Deborah Dunsire Ms. Dawn Hudson Mr. Trevor M. Jones Mr. Louis J. Lavigne, Jr. Mr. Peter J. McDonnell Mr. Timothy D. Proctor Mr. Russell T. Ray Mr. Henri A. Termeer ADDITIONAL INFORMATION This communication does not constitute an offer to buy or solicitation of an offer to sell any securities.
This communication relates to a proposal which Valeant Pharmaceuticals International, Inc. (“Valeant”) has made for a business combination transaction with Allergan, Inc. (“Allergan”).
In furtherance of this proposal and subject to future developments, Pershing Square Capital Management, L.P. (“Pershing Square”) and Valeant (and, if a negotiated transaction is agreed, Allergan) may file one or more registration statements, proxy statements or other documents with the U.S. Securities and Exchange Commission (the “SEC”).
This communication is not a substitute for any proxy statement, registration statement, prospectus or other document Pershing Square, Valeant and/or Allergan may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF VALEANT AND ALLERGAN ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Allergan and/or Valeant, as applicable.
Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Pershing Square and/or Valeant through the web site maintained by the SEC at http://www.sec.gov .
Pershing Square, PS Management GP, LLC, PS Fund 1, LLC, William A. Ackman, William F. Doyle, Jordan H. Rubin, Ben Hakim and Roy.
J. Katzovicz may be deemed “participants” under SEC rules in any solicitation of Allergan shareholders in respect of a Valeant proposal for a business combination with Allergan.
Pershing Square, PS Management GP, LLC and William A. Ackman may be deemed to beneficially own the equity securities of Allergan described in Pershing Square’s statement on Schedule 13D initially filed with the SEC on April 21, 2014 (the “Schedule 13D”), as it may be amended from time to time.
Except as described in the Schedule 13D, none of the individuals listed above has a direct or indirect interest, by security holdings or otherwise, in Allergan or Valeant or the matters to be acted upon, if any, in connection with a potential Valeant-Allergan business combination.
Information regarding the names and interests in Allergan and Valeant of Valeant and persons related to Valeant who may be deemed participants in any solicitation of Allergan or Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan is available in the additional definitive proxy soliciting material in respect of Allergan filed with the SEC by Valeant on April 21, 2014.
The additional definitive proxy soliciting material referred to in this paragraph can be obtained free of charge from the sources indicated above.
Forward-looking Statements This communication 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 Valeant 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 communication are set forth in other reports or documents that Valeant and/or Allergan file from time to time with the SEC, 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 (i) cash on hand, (ii) free cash flow, or (iii) 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.
Key Themes
- The Activist Premium — the campaign uses a 9.7% toehold, public letters, and the threat of a special meeting to force a board to consider a transaction it would prefer to ignore
- The Right CEO — the letters frame Valeant’s Michael Pearson as the operator who can allocate Allergan’s capital more effectively than incumbent management
- Capital Allocation Discipline — the central charge is that Allergan’s standalone plan, buyback, and rumored acquisitions destroy value relative to the Valeant combination
- The Allergan Campaign — the letters are the public companion to the 110-slide presentation; together they form the offensive arsenal of the joint bid
- J. Michael Pearson — the Valeant CEO whose track record Pershing Square is betting on, and whose later collapse would redefine Ackman’s career
Context & Significance
This is Act II, the golden era, when Ackman still believed that the right argument, delivered loudly enough and backed by enough shares, could realign a board with its owners. The mindset is not yet defensive; it is expansive. Pershing Square has just helped engineer the largest activist-led hostile transaction in pharmaceutical history, and the letters assume that the burden of proof lies with the incumbents. The May letter is patient and procedural; the July letter is openly contemptuous. Together they show how quickly shareholder democracy, in Ackman’s hands, could become shareholder indictment.
The honest retrospective note is not that the board was right — it eventually sold to Actavis, and Pershing Square made money on the Allergan position — but that the partner Ackman was championing was the same Valeant that would collapse over the next eighteen months. The letters therefore capture the golden-era method at both its most effective and its most blind: the forensic confidence in numbers, the willingness to personalize conflict, and the assumption that a CEO who looks like a disciplined allocator must therefore be a safe partner. Read against the 2016 annual report and the CNBC exit interview, these letters are the moment before the lesson.