8 Hurdles Allergan Must Overcome To

Obtain A Preliminary Injunction

Allergan must prove it will be irreparably harmed by PS Fund 1 voting
Allergan must prove preventing PS Fund 1 from voting would serve the
public interest
Allergan must prove that enjoining PS Fund 1 from voting would
prevent more harm than it would cause
Allergan must prove it has standing, despite contrary Brody holding
Allergan must prove that Valeant and Pershing Square took substantial
steps towards a tender offer before April 21
Allergan must prove Pershing Square and Valeant are not co-offerors
Allergan must prove that, despite its many public disclosures since
April 22, shareholders lack the necessary information to vote
Allergan must not have unclean hands

Valeant And Pershing Squares Proposals Cannot
Irreparably Harm Allergan
Source: Allergan October 7, 2014 Schedule 14A
Gallagher On Irreparable Harm
In Fact, Allergans Bylaws Are Clear: They Grant
Each Shareholder Unconditional Voting Rights
Source: PI Opp. Ex. 34
In Fact, Allergans Bylaws Are Clear: They Grant
Each Shareholder Unconditional Voting Rights
Source: PI Opp. Ex. 34
Mr. Gallagher Was Wrong. The Bylaws Mr. Gallagher References
Relate Only To Requests To Call A Special Meeting, Not The Right
To Vote At A Meeting

Source: PI Opp. Ex. 34
At A September 12 Hearing In Delaware, Chancellor
Bouchard Criticized Allergans Special Meeting Bylaws
Source: PI Opp. Ex. 89
At A September 12 Hearing In Delaware, Chancellor
Bouchard Criticized Allergans Special Meeting Bylaws
Source: PI Opp. Ex. 89
The Special Meeting Is Now A Non-issue: Allergan
Stipulated To Hold It On December 18, 2014
Source: PI Opp. Ex. 35
The Special Meeting Is Now A Non-issue: Allergan Stipulated To
Hold It On December 18, 2014
Source: PI Opp. Ex. 35
Valeant And Pershing Squares Proposals Cannot
Irreparably Harm Allergan
Proposal 1: Remove six members of Allergans Board

Proposal 2: A non-binding request to appoint six
nominees recommended by Valeant and Pershing Square

Proposals 3-7: Amend and repeal certain Allergan bylaws

Proposal 8: A non-binding request to engage with
Valeant and Pershing Square
Pyott Re Shareholders Know Of Allegations
The purpose of the Williams Act is to insure that public
shareholders who are confronted by a cash tender for their stock
will not be required to respond without adequate information.
June 23
June 24
Sept. 2
June 30
June 30
July 8
July 10
July 10
July 14
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July 14
July 16
July 17
July 18
July 21
July 24
Aug. 1
Aug. 5
Aug. 6
Aug. 11
Aug. 25
Aug. 27
Sept. 16
Oct. 7
ICN Pharmaceuticals, Inc. v. Kahn, 2 F.3d 484, 489 (2d Cir. 1993).
June 18
June 24
June 27
June 27
June 30
June 30
June 30
June 30
July 8
July 10
July 10
July 14
July 14
July 14
July 14
July 14
July 14
July 16
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July 21
July 21
July 21
July 23
July 23
July 24
July 29
Aug. 5
Aug. 5
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Sept. 16
Sept. 23
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Sept. 29
Sept. 29
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Sept. 29
Oct. 8
Oct. 9
Oct. 9
Oct. 10
Oct. 15
Oct. 17
Oct. 20
Oct. 20
Oct. 21
Oct. 21
Oct. 24
JUN JUL AUG SEP OCT
Under The Williams Act, The Public Interest Is The
Shareholders Interest
As the legislation evolved . . . Congress disclaimed any
intention to provide a weapon for management to
discourage takeover bids, . . . and expressly embraced a
policy of neutrality.
Edgar v. Mite Corp., 457 U.S. 624, 633 (1982)

Public interest is embodied in the shareholders . . . . [I]t
is distinctly in the public interest to maintain the neutrality
which Congress has found essential to the proper operation
of the market approach for protecting investors embraced
by the Williams Act.
Martin-Marietta Corp. v. Bendix Corp., 690 F.2d 558, 568 (6th Cir. 1982)


Pyott On Irreparable Harm
On July 26, 2014, Mr. Gallagher Wrote ISS A Letter Defending
Allergans Bylaws
On July 26, 2014, Mr. Gallagher Wrote ISS A Letter Defending
Allergans Bylaws
In An August 6, 2014 Report, ISS Criticized
Allergans Board And Management
Source: PI Opp. Ex. 24
In An August 6, 2014 Report, ISS Criticized
Allergans Board And Management
Source: PI Opp. Ex. 24
ISS Criticized Allergans Board And Management
Source: PI Opp. Ex. 24
ISS Criticized Allergans Board And Management
Source: PI Opp. Ex. 24
ISS Criticized Allergans Board And Management
Source: PI Opp. Ex. 24
ISSs Critique Intensified In October
PI Opp. Ex. 22
ISSs Critique Intensified In October
PI Opp. Ex. 22
ISSs Critique Intensified In October
PI Opp. Ex. 22
Gallagher Re ISS Is Biased
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT
Valeant And Pershing Squares Proposal Has
Unlocked $19 Billion In Shareholder Value
150.00
90.00
180.00
4/10/14 Market
Cap=$35 billion
Current Market
Cap > $54 billion
Value of AGN
4/10/14 - $116.63
Value of AGN
10/23/14 - $184.21
120.00
Pyott R&D Never Discovered One Product
Pyott On Cost Cuts
On February 12, 2014, CEO David Pyott Sold
252,000 Shares At $123.12: Over $31M In Stock
Source: Allergan SEC Form 4
On February 12, 2014, CEO David Pyott Sold
252,000 Shares At $123.12: Over $31M In Stock
Source: Allergan SEC Form 4
Pyott Stock Was Fairly Valued
KIRKLAND & ELLIS LLP
We conclude that there is no principled distinction between Rules 10b5 and 14e
3 as regards the need for a contemporaneous trading allegation. We therefore
extend the contemporaneous trading requirement to insider trading actions brought
under Section 14(e) and Rule 14e3 actions.

While Rule 14e3 focuses on the tender offer context, the background history and
language of Rule 14e3 indicate that the Rule does not alter the premise that a
shareholder must have traded with an insider or have traded at about the same time
as an insider to be harmed by the insiders trading.

[A]s is true of the abstain or disclose requirement of Rule 10b5, the similar
requirement of Rule 14e3 is designed to prevent the disadvantage that inheres in
trading with an insider with superior access to information.

The SECs implementation release for Rule 14e3 evinces a particular concern
for those who purchase from or sell to insiders, and suggests that these
shareholders, and not others who trade later, are the intended beneficiaries of Rule
14e3.




Brody Held That Only Contemporaneous Stock Traders Can Sue
Under Rule 14e3

Brody v. Transitional Hospitals Corporation, 280 F.3d 997 (9th Cir. 2001)
Pershing Square And Valeant Took No Substantial
Steps Before May 28, 2014
Feb. 9, 2014
Confidentiality
Agreement signed
Feb. 25, 2014
Relationship
Agreement signed
Feb. 25, 2014
PS Fund 1 begins
purchasing Allergan
securities
April 22, 2014
Valeant and Pershing Square
make first merger proposal
May 30, 2014
First Valeant Board vote on
Tender Offer
Oct. 30, 2014
Shareholder Record date
for Special Meeting
Dec. 18, 2014
Special Meeting
April 21, 2014
PS Fund 1s last purchases
of Allergan securities
Dkt. No. 194 at 4-10; 25-26; see also Dkt. No. 194-5; 194-9; 194-9; 194-10.
June 18, 2014
Tender Offer launched
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Late May - Mid-June
RBC and Barclays Begin Work
on Tender Offer
Commitment Letter Executed
May 13, 2014
Pershing Square filed proxy calling
for shareholder referendum
May 28-30, 2014
Sanford C. Bernstein Conference
May 28 & 30, 2014
Valeant and Pershing Square
revise merger proposal
There Is No Evidence That Defendants Took Substantial
Steps Towards A Tender Offer Before May 28, 2014
The unrebutted testimony of six witnesses establishes that
Defendants made no steps towards a tender offer prior to the Sanford
Bernstein conference on May 28-30, 2014

Ackman (CEO of Pershing Square)
Doyle (Member of Pershing Square Investment Team)
Pearson (CEO of Valeant)
Schiller (CFO of Valeant)
Mehta (Barclays)
Wolfe (RBC)
The key documents corroborate this fact
Valeant board minutes
Financing commitment documents from RBC and Barclays

Despite receiving 170,000 pages of documents in discovery, and
taking seven fact depositions, Allergan provides no contrary evidence
Pershing Square And Valeants Partnership To
Acquire Allergan Makes Them Co-offering Persons
Pershing Square is jointly and severally liable for the entire Tender
Offer consideration

Pershing Square agreed to accept only Valeant stock, no cash, if the
acquisition occurs

Frees up $2 Billion in additional cash consideration to pay to other Allergan
shareholders

If the acquisition occurs, Pershing Square must hold $1.5 billion in
Valeant shares for one year

Pershing Square becomes, by way of the acquisition, a large shareholder in a
combined Valeant/Allergan entity

If, as Allergan claims, Valeant is a House of Cards, Pershing Square faces
substantial losses

Pershing Square agrees to accept Valeant shares at a lower
exchange rate
Pershing Square agrees to provide $400 million in financing to
Valeant
On July 3, 2014, SEC Instructed Valeant To Add
Pershing Square As A Co-bidder
At The SECs Instruction, The Schedule TO
Identifies Pershing Square As An Offeror
Pyott Pre-Offer Actions
On February 7, 2014, BAML Issued A Report Analyzing A
Potential Transaction Between Allergan And Valeant
Source: AGN-CA00061629-48
Report Analyzes A Valeant Offer For Allergan Of
$150 Per Share And Finds $2B in Synergies
Source: AGN-CA00061630
Pyott Agreed That BAMLs Numbers Assessing A
Transaction Between Valeant And Allergan Were
broadly correct
AGN-CA00061629
Pyott Sanford Bernstein Comments
Pyott And Allergan Declare War Against Valeant
And Pershing Square
Source: AGN-CA00081437
Source: AGN-DE00023510
In March 2014, Goldman Sachs Added Valeant
Stock to Its Conviction Buy list
Source: March 7, 2014 Goldman Sachs equity research report
In March 2014, Goldman Sachs Added Valeant Stock To
Its Conviction Buy List And Set A Price Target Of $164
Source: March 7, 2014 Goldman Sachs equity research report
Pyott Re Stock Drop
Proctor Pyott Actions Not Appropriate
Pyott Re: Valeant is Vile
Proctor Re: Valeant Is Vile
8 Hurdles Allergan Must Overcome To
Obtain A Preliminary Injunction
Allergan must prove it will be irreparably harmed by PS Fund 1 voting
Allergan must prove preventing PS Fund 1 from voting would serve the
public interest
Allergan must prove that enjoining PS Fund 1 from voting would
prevent more harm than it would cause
Allergan must prove it has standing, despite contrary Brody holding
Allergan must prove that Valeant and Pershing Square took substantial
steps towards a tender offer before April 21
Allergan must prove Pershing Square and Valeant are not co-offerors
Allergan must prove that, despite its many public disclosures since
April 22, shareholders lack the necessary information to vote
Allergan must not have unclean hands

KIRKLAND & ELLIS LLP

www.kirkland.com 52