Pentwater Capital Management Letter to BOD

Discussion in 'Allergan' started by Anonymous, Sep 26, 2014 at 3:07 PM.

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  1. Anonymous

    Anonymous Guest

    Not just Ackman anymore...


    6:21 am Allergan: Pentwater Capital Management issued letter to Board of Directors of AGN; said 'Pentwater is strongly opposed to the board of Allergan agreeing to any significant acquisition that does not allow shareholders to vote on the transaction' (AGN) : Pentwater Capital Management today issued the following letter to the Board of Directors of Allergan:

    "Pentwater Capital Management is the beneficial holder of over 3.9 million shares of Allergan. We have watched for the past several months as Allergan's board has continued to refuse to meet with Valeant (VRX) to explore its premium bid for Allergan... Despite receiving two premium bids, Allergan's board has refused to engage with either bidder. This type of shareholder destructive action has led over 35% of Allergan's shareholders to request a special meeting to remove Allergan's current directors...
    Numerous press reports indicate that Allergan may be imminently planning an acquisition of Salix Pharmaceuticals (SLXP) for over $12 billion in cash. Such a significant acquisition has the potential to impede an acquisition of Allergan by Valeant, Actavis (ACT), or others. Pentwater does not understand how Allergan's directors could possibly conclude it is an appropriate exercise of their fiduciary duty to embark on such a large scale acquisition without first engaging with Valeant and Actavis....
    Pentwater is strongly opposed to the board of Allergan agreeing to any significant acquisition that does not allow shareholders to vote on the transaction. Such an action would render meaningless the upcoming special meeting scheduled for December 18 and destroy value for all Allergan shareholders by failing to explore the premium bids that have been presented to Allergan."
     

  2. Anonymous

    Anonymous Guest

    Add T.Rowe Price to the list as well.

    "In our view, the issues to be voted on at the special meeting of shareholders on December 18 are of such importance that they impose a special duty on the Board to refrain from approving any significant, irreversible commitments by the company between now and then unless shareholders are offered the opportunity to vote on them. We believe this should apply even in the event of all-cash acquisitions that do not ordinarily require a shareholder vote."
     
  3. Anonymous

    Anonymous Guest

    That's right. All-cash acquisitions do not ordinarily require a shareholder vote. No vote needed. Who cares what anyone else thinks?
     
  4. Anonymous

    Anonymous Guest

    You just nailed it. That is the crux of the issue.

    Contrary to what he says- Pyott does not care about what his shareholders think or want. Its all about what HE wants.

    You said it yourself. Cash acquisitions do not ORDINARILY require a vote. T. Rowe is saying...the actions of your board to squash the voice of shareholders is EXTRA-ORDINARY...and because of these actions we do not trust you to make a decision of this magnitude without our voices being heard.
     
  5. Anonymous

    Anonymous Guest

    Agreed.

    Pyott has been accustomed to doing as he pleases. His subservient board just agrees to everything he says. It's sad that this is leading to a showdown with shareholders.
     
  6. Anonymous

    Anonymous Guest

    For those who think shareholders rights are the issue, the shareholders (hedge funds and activist investors) and financial companies (looking to spur market activity with their recommendations to hold a vote) only have one interest in mind... quick short-term gain and and fees, then dump the stock and let the whole company go down in flames 6 months later as they move on to the next victim.

    Shareholders (institutions, hedge funds, activist, in this case) and Financial companies only care about doing deals and cashing out. Pretending that these kind of shareholders want what is in the best interest of the long-term success of Allergan is just a joke. You don't hear from the other 60% of shareholders how care about long-term investments, research, advancements in science, jobs, the US economy (real shareholders or stake holders) these people are not calling for a vote, they are hoping Allergan makes a strong power move and protects itself from the likes of Valeant and its band of pillagers.
     
  7. Anonymous

    Anonymous Guest

    I actually came on here to defend Pyott and AGN. I am not for the takeover. I have no interest in owning Valeant stock. I can't stand their business model.

    But giving major brokerage houses and hedge funds the proverbial "eff you"...I just don't think its a good idea. I think it weakens the trust you have to have for the board and management. Like it or not, these are the guys that influence trading.

    I think its pretty obvious the funds don't want a defensive acquisition. I think its equally obvious they want to weigh in at the meeting in December and do not want any major moves before then.

    I think Pyott would be smart to back off and make his case directly to shareholders. I do think VRX's offer is grossly inadequate. So come make your case.
     
  8. Anonymous

    Anonymous Guest

    Posters 4 and 5 you both sound like complete idiots! Pyott is doing what is best for AGN NOT himself you fools. The guy is loaded and money is not the issue. 11K jobs, innovation and being buffooned by a roll up which will implode at some point is the issue. Hedgies and brokerage houses as shareholders are only interested in cash. I am a shareholder with alot at stake and the last thing I want is anything to do with VRX. If T-Rowe doesn't like it- sell your shares!
     
  9. Anonymous

    Anonymous Guest

    T. Rowe Price has been a top 10 Allergan holder for over a decade. To paint them as "hedgies" is incredible, but completely expected from you brainwashed idiots.
     
  10. Anonymous

    Anonymous Guest


    Pentwater Capital Management is an event driven hedge fund folks, meaning they bought in when Allergan was in play and all they is do gamble on m&a....keep in mind some high profile m&a deals fell through this year so they might be down a bit and can't afford having an Allergan deal fall through.

    TRowe mentioned months ago they were in favor of an Allergan/Valeant deal, remember Ackman & Pearson touting all of the support they had a few months back? They mentioned TRowe as part of that support. This really is not a shock if you've been fowling this.

    Im not sure whats going on but Valeant/Pershing have been very frantic this week with the PR aspect of this merger in order to drive up the VRX price. Why? Its wweks before earnings and months before shareholder meeting.
     
  11. Anonymous

    Anonymous Guest

    Trowe has been a huge longtime holder of AGN, they're one of the best investment houses in the world. Far from an arbitrage or a hedge.

    If they're this insistent on a vote and not a salix deal, it'd seem pretty clear that the accretive value in this scenario is with VRX.
     
  12. Anonymous

    Anonymous Guest

    You're reading more into this than is necessary. The timing is clearly to kill the Salix acquisition.
     
  13. Anonymous

    Anonymous Guest

    You can thank Bill and Mike for the run up in your AGN stock. TRowe would probably advise you to sell if you don't want to hold VRX stock.
     
  14. Anonymous

    Anonymous Guest

    I suspect there are more institutional investors with the same view. It was speculated that some won't go public for fear of losing other business with Allergan. Pyott and the board must be taking a lot of heat.
     
  15. Anonymous

    Anonymous Guest

    If you think the non institutional investor is concerned about research and advancements in science you are DELUSIONAL. This isn't NARNIA. In the real world even the avg Joe is trying to turn a buck.
     
  16. Anonymous

    Anonymous Guest

    I'm so fed up with hearing about what the shareholders want and what's best for the shareholders. Screw them!!! What about what's best for the consumer? What about what's best for the employees who will lose their jobs and their families and kids? What about the effect on the local real estate markets when agn is closed and most of irvine homes go up for sale at the same time? I'm SO effing tired of hearing about these whining cry baby shareholders. If you can't see the big picture and look beyond next month then take your Money elsewhere. Enough investors will see the value in being long on Allergan and jump in.
     
  17. Anonymous

    Anonymous Guest

    Yeah. Well what about Salix employees? Their families? What about Jazz? What about the other dozen companies Allergan had taken over in the last 20 years? What about their real estate?

    The irony.
     
  18. Anonymous

    Anonymous Guest




    Right on brother! The problem with being a public company is exactly this. If your Pyott you get it and you tell them (event driven hedgies) to stick it up their ass and sell their shares if they don't like how we do business!
     
  19. Anonymous

    Anonymous Guest

    Fewer salix and jazz employees would lose their jobs compared to . . . Oh 99% of Allergan employees if Valeant prevails. Get a clue.
     
  20. Anonymous

    Anonymous Guest

    Best investment houses in the world?!

    Dude they're crooks that are looking to make a quick buck. If they're not ARBs then why did they significantly increase their share in AGN in Q2 when Pershing/Valeant announced their plan? Goldman Sachs is one of the most respected finical institutions in the world as well and look at the crap they pulled during the housing meltdown in 08.

    Ackman/Pearson got a buddy at T-Rowe so they release this letter when Allergan is close to a deal to manipulate public perception and the stock price.

    Salix is a good company and it's a lot more than a defensive move as it adds value to Allergan. I understand T-Rowe wanting an Allergan buyout but if Allergan can make a positive acquisition of their own then they should be all for it not fighting for the VRX deal.