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Valeant goes hostile in its bid to acquire Botox-maker

BotoxJB Reed — Bloomberg/Getty Images

Valeant Pharmaceuticals said Tuesday it will bring its $53 billion offer directly to Allergan’s shareholders by the end of this week as its takeover bid turns hostile.

Valeant (VRX) plans to present an exchange offer to the Botox-maker’s investors and will seek out proxies to call for a meeting to review the bid for the company.

The aggressive approach comes after Allergan (AGN) released private e-mails Monday between the company and Morgan Stanley that called Valeant “a house of cards.”

“There’s a lot of noise out there,” J. Michael Pearson, Valeant’s chairman and CEO, said in a conference call Tuesday. “At the end of the day, this is going to a shareholder vote and that’s what matters.”

In parallel to the exchange offer, William Ackman’s Pershing Square Capital is seeking to call a special meeting to replace six of Allergan’s nine board members in an effort to remove the current poison pill. To do so, 25% of shareholders need to be on board.

Pershing currently holds 9.7% of shares and expects to recruit the full 25% of shareholders by the end of the month, said Pearson. Shareholders then have 10 to 120 days to set up the special meeting, paving the way for a review of Valeant’s bid.

Pearson believes “strongly that the support is there” and shareholders will vote in favor of the deal.

Valeant plans to present the same $53 billion offer previously rejected by Allergan’s board last week, though Pearson said he is willing to negotiate on the price if drug maker’s board is willing to talk.