By Laura Lorenzetti
May 28, 2014

FORTUNE — Valeant Pharmaceuticals upped its bid for Allergan to almost $49.4 billion, including boosting the cash portion, in an effort to win approval from investors and the board, the company announced Wednesday.

“Over the past several weeks, we have met with and listened carefully to the views of a number of Allergan shareholders,” CEO J. Michael Pearson, said in a letter to Allergan. “Our revised offer is based on specific feedback we received in our discussions.”

Valeant boosted its cash offer by 21% more per share to $58.30, and stood by it’s stock portion of 0.83 of a Valeant share. That brings the total offer to over $166 a share, plus the promise of as much as $25 more per share if Allergan’s experimental eye drug meets sales targets.

The increased bid comes in the wake of Valeant’s sale of rights to some of its skincare products to Nestle for $1.4 billion in cash. Nestle, the maker Lean Cuisine microwave meals and Butterfinger candy bars, will take over Valeant’s range of skin filler and toxin products, including Restylane, Perlane and Emervel. Valeant said the sale “dovetails” with its acquisition of Allergan, and it could help avoid antitrust concerns as it looks to take over the maker of well-known wrinkle-filler Botox.

MORE: Nestle buys Valeant skincare rights for $1.4 billion

Valeant partnered with Bill Ackman’s Pershing Square Capital, which is Allergan’s largest shareholder, in its bid to take over the Irvine, Calif.-based drug maker. Allergan rejected the original offer of almost $46 billion because the board said it undervalued the company.

The drug maker went on to outline a series of concerns about Valeant’s business model in an investor presentation the company filed Tuesday. The release criticized the Canadian drug maker’s management practices and handling of its two largest acquisitions, Bausch & Lomb and Medicis, saying the companies have underperformed since coming under Valeant’s control.

In its increased bid letter, Pearson responded that Allergan’s review had a “fundamental misunderstanding” of the company’s business model and performance. Valeant set up a presentation for investors on Wednesday to respond directly to Allergan’s criticisms, which it said “contained numerous errors and misstatements of facts.”


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