Valeant Pharmaceuticals and activist investor Bill Ackman have unveiled details of their offer to buy Botox maker Allergan, proposing a cash-and-stock deal that could be worth about $45.6 billion.
If an acquisition happens, it would give Valeant an array of other cosmetic and eye drugs and add to a string of more than 50 acquisitions that have made it one of Canada’s largest drugmakers.
Each Allergan share would be exchanged for $48.30 in cash and 0.83 shares of Valeant Pharmaceuticals International Inc. common stock. Shareholders can choose a mix of cash and stock.
Allergan stockholders would own 43 percent of the combined company.
Ackman’s Pershing Square — Allergan’s biggest stockholder at 9.7 percent — has agreed to take only stock in the transaction and plans to continue as a long-term shareholder of the combined company.
Valeant Chairman and CEO J. Michael Pearson said in a statement that Allergan CEO David Pyott and the company’s board have made it clear that they don’t want to have talks about a potential combination. But Pearson said he’s hoping that the offer being put on the table will enable the two sides “to engage in productive discussions.”
On Monday, Allergan said in a statement that if it received an offer, its board — along with financial and legal advisers — would evaluate it.
Valeant, which is based in Laval, Quebec, said Tuesday that it anticipates the proposed Allergan deal resulting in more than $2.7 billion in annual cost savings.
Allergan, based in Irvine, Calif., has long been considered one of the star performers in the specialty pharmaceutical sector. “Specialty pharmaceutical” is an industry term that differentiates smaller drugmakers from much bigger companies that sell a wide array of drugs, such as Pfizer and Merck.
Allergan reported revenue of $6.3 billion last year, up 12 percent from 2012. The company’s growth has been driven by expanding use of its blockbuster product, Botox, combined with a broad offering of eye care drugs, skin care formulas and breast implants.