Allergan amends shareholder meeting bylaws ahead of Dec. 18 meet

Wed Nov 12, 2014 7:57am EST
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Nov 12 (Reuters) - Allergan Inc changed its bylaws associated with calling a special shareholder meeting, about a month before such a meeting where William Ackman, the Botox maker's biggest shareholder, aims to replace most of Allergan's board.

Ackman, whose hedge fund Pershing Square Capital Management owns nearly 10 percent of Allergan, is pushing the company to sell itself to Valeant Pharmaceuticals International Inc , a move that Allergan has constantly rebuffed.

The amended laws now includes a provision that requires Allergan's board to call for a meeting within 90 days of a valid request rather than exercise its discretion in setting a date, Allergan said in a statement on Wednesday.

The company also reduced the amount of information required to be submitted by a shareholder calling for a special meeting, and eliminated the requirement that the shareholder disclose who else is "acting in concert with the proposing person".

Ackman and Valeant have gathered investors representing an additional 25 percent of Allergan shares in order to call the special meeting on Dec. 18. They want to use the proxy battle as a platform to force Allergan to open talks about a deal.

The amendments to the bylaws are to ensure next month's meeting "is focused on the question of value," Michael Gallagher, Allergan's lead independent director said.

"Allergan remains confident that it can create more value than Valeant Pharmaceuticals International Inc's offer to acquire the company's shares," Gallagher said. (Reporting by Natalie Grover in Bangalore; Editing by Savio D'Souza)