Allergan, Inc. v. Valeant Pharmaceuticals International, Inc.

2014 U.S. Dist. LEXIS 156227 (2014)

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Allergan, Inc. v. Valeant Pharmaceuticals International, Inc.

United States District Court for the Central District of California
2014 U.S. Dist. LEXIS 156227 (2014)

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Facts

In February 2014, Valeant Pharmaceuticals International, Inc. (Valeant) (defendant) and hedge fund management company Pershing Square (defendant) teamed up and formed an intermediary fund, called PS Fund 1, to buy stock in Allergan, Inc. (plaintiff). The parties’ agreement stipulated that, should Valeant subsequently issue a tender offer for Allergan shares, Pershing Square would be listed as Valeant’s co-offeror. Between February and April 2014, PS Fund 1 purchased almost 10 percent of Allergan’s stock. During this same period, Karah Parschauer (plaintiff) also bought Allergan stock. In June 2014, with Pershing Square’s advice, approval, and financial backing, Valeant tendered an offer to buy Allergan’s remaining stock. Allergan and Parschauer sued to enjoin the tender offer, claiming that Valeant and Pershing Square had committed numerous securities-law violations. Parschauer charged Pershing Square with having violated the disclose-or-abstain requirement of Securities and Exchange Commission (SEC) Rule 14e-3. In its defense, Pershing Square argued that it was Valeant’s co-offeror rather than a nonofferor to whom the disclose-or-abstain requirement applied.

Rule of Law

Issue

Holding and Reasoning (Carter, J.)

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