Allergan fined £15m over failure to disclose merger discussions
Allergan has been fined $15 million by the Security and Exchange Commission (SEC) after committing disclosure violations during merger talks with “potentially friendlier merger partners” in a bid to fend off a hostile takeover attempt by Valeant Pharmaceuticals.
The SEC did not divulge the names of these merger partners, though it is known that, at the time, Allergan had approached Salix Pharmaceuticals in an effort to strike a deal, and failed to disclose these discussions in a timely fashion when Salix replied with counteroffers. The company was ultimately acquired by Actavis.
Andrew M. Calamari, director of the SEC’s New York Regional Office, said in a statement: “Allergan failed to fully and timely disclose information about potential merger transactions it was negotiating behind the scenes in response to the Valeant bid. As outlined in our order, Allergan was slow to act even after SEC staff reminded the company about its disclosure obligations.”
Allergan has admitted these transgressions publicly, with spokesman Mark Marmur announcing: “Allergan’s wholly owned subsidiary, Allergan Inc., has consented to the issuance of an administrative cease-and-desist order by the Securities and Exchange Commission, in final settlement of a previously disclosed SEC investigation. The SEC’s order does not make any finding of intentional wrongdoing, and does not include any charges against Allergan Plc.”
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