Valeant Sells Fillers to Nestle, Ups Allergan Offer

May 30, 2014

Valeant took two significant steps this week in its pursuit of Allergan. In a deal valued at $1.4 billion in cash, Valeant sold the rights to various aesthetic injectables to Nestle.
Nestle is expected to operate Restylane, Perlane, Emervel, Sculptra, and Dysport through Galderma. While the deal announced Wednesday is not contingent upon a merger between Allergan and Valeant, Valeant says the move “dovetails well” with its merger plans.
Valeant on Wednesday formally upped its offer for Allergan by $10.00 per share or approximately 21%, to $58.30. The new deal also has a Contingent Value Right for the investigational eye treatment DARPin of up to $25.00 per share. Allergan confirmed receipt of the unsolicited offer but offered no specific comment.
The company had gone on the offensive over the past week, publicizing correspondence from more than 500 physicians and medical professionals who support Allergan's rejection of Valeant's initial merger bid.
In a statement to DermWireTV, Philippe Schaison, Allergan Corporate Vice President and President of Allergan Medical said, “We value the relationship with our customers and the medical community and are focused on the same priorities of R&D investment, physician education and training, consumer and patient education, and corporate philanthropy that have served both our customers and shareholders so well over the years.“
Noting that Valeant's proposal would cut Allergan's R&D expenditure by about $1 billion annually, Mr. Schaison said, the reduction would have an “enormous impact” on future innovation in key medical specialties, patient care and treatment options and would hinder scientific research for clinical development and post-approval studies.
Allergan on Tuesday filed a presentation with the SEC based on research conducted by third-party analysts hired by the company. Among other key points, the presentation challenges Valeant's reported organic growth and the performance of previously acquired business units.
In a nearly four-hour presentation Wednesday morning, Valeant countered several key points raised by the Allergan report, maintaining that its business model is viable, and clarifying its stance on research and development.
During the presentation, Valeant CEO Mike Pearson said he is optimistic that Allergan's stockholders will approve a merger: “We are committed to getting this deal done. We think it makes a huge amount of sense for both sets of share holders…I think we have continued to demonstrate our financial discipline…We have a unique operating model that is an operating model for the future, not for the past.”
Watch the DermWireTV report.

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