SEC Fine To Be Paid By Allergan Underscores Obligation to Disclose Negotiations With White Knight Following an Unsolicited Tender Offer

SEC Fine To Be Paid By Allergan Underscores Obligation to Disclose Negotiations With White Knight Following an Unsolicited Tender Offer


By: Abigail Pickering Bomba, Warren S. de Wied, Steven Epstein, Arthur Fleischer, Jr., David J. Greenwald, Scott B. Luftglass, Philip Richter, Robert C. Schwenkel, Peter L. Simmons, Gail Weinstein

Allergan Inc. has agreed with the SEC that it will admit to securities law violations and will pay a $15 million fine for disclosure violations relating to its Schedule 14D-9 filed in response to the unsolicited tender offer for Allergan's shares by Valeant Pharmaceuticals International plc in 2014. The SEC contended that Allergan failed to disclose that it was engaged in negotiations for a possible acquisition and for a “white knight” transaction in the months following the tender offer. In the attached Fried Frank Briefing, we discuss practical issues regarding the disclosure of M&A discussions following a tender offer and note special factors involved in the Allergan situation.

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