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Valeant Commences Exchange Offer For Allergan

Stocks in this article: AGN VRX

LAVAL, Quebec, June 18, 2014 /PRNewswire/ -- Valeant Pharmaceuticals International, Inc. ("Valeant") (NYSE: VRX) (TSX: VRX) today announced that it has commenced an exchange offer for the common stock of Allergan, Inc. ("Allergan") (NYSE: AGN), taking its May 30 th proposal directly to Allergan stockholders. Under the terms of the offer, Allergan stockholders would be able to elect to exchange each of their Allergan shares for $72.00 in cash and 0.83 Valeant common shares, or an amount of cash, or a number of Valeant common shares, in each case subject to proration.  The amount of the all cash and all stock elections would be determined prior to the expiration of the exchange offer and would be set so that the implied value of all three elections would be the same based on the average closing prices of the Valeant common shares during an averaging period described in the offering documents. The offer is scheduled to expire at 5:00 p.m., New York City time, on August 15, 2014, unless the offer is extended.  Valeant expects to complete a second-step merger promptly following the consummation of the exchange offer in order to acquire the remaining Allergan shares.

"We believe Allergan's stockholders should have the opportunity to express their views and we are confident that Allergan's stockholders will support this combination," said J. Michael Pearson, chairman and chief executive officer. "This offer, together with Pershing Square's ongoing efforts to call a special meeting of Allergan stockholders, is part of Valeant's clear path to complete a transaction with Allergan."

Valeant also indicated it remains willing to provide shareholders with a contingent value right related to DARPin® sales if Allergan engages in negotiations to work out the exact terms.

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