WHEN: Today, Wednesday, April 23rd
WHERE: CNBC's "Squawk Box"
Following are excerpts from the unofficial transcript of a FIRST ON CNBC interview with Pershing Square Capital Management Founder & CEO Bill Ackman and Valeant Chairman & CEO J. Michael Pearson. Following are links to the interview on CNBC.com: http://video.cnbc.com/gallery/?video=3000269595, http://video.cnbc.com/gallery/?video=3000269597 and http://video.cnbc.com/gallery/?video=3000269620.
All references must be sourced to CNBC.
ACKMAN ON HIS INTERESTED IN VALEANT:
I REALLY LIKED THE BUSINESS MODEL. AND THE BUSINESS ITSELF REMINDS ME A LOT MORE OF THE KIND OF COMPANIES WE INVEST IN. WE THINK OF IT ALMOST LIKE A CONSUMER PACKAGED GOODS COMPANY LIKE PROCTOR AND GAMBLE MUCH LESS COMPARED TO A COMPANY LIKE MERK FOR EXAMPLE. AND WHEN YOU UNDERSTAND THEIR OPERATING PHILOSOPHY AND THEIR APPROACH TO CAPITAL ALLOCATION DISCIPLINE, COST DISCIPLINE, THE WAY THEY COMPENSATE THEIR TEAM, IT FIT INTO THE PERSHING MOLD OF AN INVESTMENT AND THAT'S WHAT GOT US INTERESTED IN VALEANT.
ACKMAN ON POISON PILL:
IT DEPENDS WHY THE POISON PILL WAS PUT IN PLACE. YOU KNOW, IF THE POISON PILL IS AN ENTRENCHMENT DEVICE, THAN THAT IS A BAD THING. IF THE POISION PILL IS A WAY FOR THE BOARD TO EXPLORE OTHER ALTERNATIVES AND HAVEA REASONABLE TIME PERIOD TO DO THAT. I THINK IT IS FINE. I THINK A PILL THAT IS PUT IN PLACE FOR 90 DAYS IT GIVES A BOARD A CHANCE TO LOOK AT OTHER ALTERNATIVES. IF I WERE A DIRECTOR ON THIS BOARD I WOULDN'T IMMEDIATELY ACCEPT VALEANT'S PROPOSAL, I WOULD WANT TO UNDERSTAND WHAT MY OTHER ALTERNATIVES ARE.
ACKMAN ON VIEW OF DEAL:
OUR VIEW IS, WE ARE NOT EXCITED ABOUT OUR COMPANY BEING SOLD, EVEN AT A HIGHER PRICE FOR CASH, WE THINK THE OPPORTUNITY RIGHT NOW WE THINK VALEANT IS ACTUALLY CHEAP AS A STANDALONE COMPANY. IT IS TRADING AT ABOUT 15 TIMES EARNINGS, THAT IS BEFORE THE SYNERGIES FROM THE DEAL. AND ONCE THE DEAL BECOMES PERCEIVED TO BE MORE PROBABLE, WE THINK VALEANT STOCK IS GOING TO GO UP A LOT AND THE DEAL VALUE IS GOING TO GO UP A LOT.
ACKMAN ON CAPITALISM:
I THINK IT IS VERY IMPORTANT FOR CAPITALISM, FOR THESE KINDS OF TRANSACTIONS TO HAPPEN. THIS KIND OF TEAMING UP, FACILITATES EFFICIENCIES, BETTER RUN COMPANIES, THAT IS GOOD FOR THE COUNTRY.
ACKMAN ON THIS IS NOT FRONT RUNNING:
THE WAY THE RULES WORK IS YOU'RE ACTUALLY PERMITTED TO TRADE ON INSIDE INFORMATION AS LONG AS YOU DIDN'T RECEIVE THE INFORMATION FROM SOMEONE WHO'S BREACHED THE DUTY OF FIDUCIARY DUTY OR DUTY OF CONFIDENTIALITY ETC. WHAT'S HAPPENED HERE IS WE'VE TEAMED UP WITH VALEANT OR VALEANT BASICALLY CAME TO US AND SAID LOOK YOU CAN HELP US ACQUIRE ALLERGAN WE'D LIKE TO WORK WITH YOU. AND WE SAID GREAT, WE FORMED A PARTNERSHIP AND PARTNERSHIP HAS VARIOUS TERMS AND GIVES US THE RIGHT AND PERMISSION FROM THE COMPANY TO GO BUY A STAKE IN ALLERGAN.
ACKMAN IN HOW DEAL WORKS:
HERE'S HOW IT WORKS: THEY SHARED WITH US THEIR INTEREST IN ALLERGAN AND THEIR INTEREST IN POSSIBLY TAKING OVER THE COMPANY ON THE BASIS THAT WE WORK WITH THEM TO ASSIST THEM IN DOING SO. AND PART OF THAT WORKING WITH THEM INVOLVED OUR BUYING A STAKE AND BECOMING A LONG TERM SHAREHOLDER IN THE COMBINED COMPANY, ELECTING TO TAKE STOCK IN THE DEAL. SO WE PUT ALMOST 4 BILLION DOLLARS IN HERE. WE'VE AGREED IF THE TRANSACTION HAPPENS THAT WE HAVE TO ELECT STOCK.
ACKMAN ON CALL:
I GOT A CALL FROM ANOTHER CEO OF A PUBLIC COMPANY SAYING WE HAVE A COMPANY IN MIND, BUT RIGHT NOW I AM SAVING MY CAPITAL FOR VALEANT.
ACKMAN ON HERBALIFE:
THE PRELIMINARY INVESTIGATION WAS MORE THOROUGH THAN THE TYPICAL ONE BECAUSE THEY DIDN'T WANT TO COME OUT LOOKING LIKE THEY'RE HELPING A SHORT SELLER. THAT LED TO A FORMAL INVESTIGATION BY THE FTC, THERE'S A FORMAL INVESTIGATION BY THE SEC. THERE'S A CRIMINAL INVESTIGATION BY THE DEPARTMENT OF JUSTICE. THERE'S A CRIMINAL INVESTIGATION BY THE FBI. THERE ARE AT LEAST TWO STATE ATTORNEYS GENERALS IN NEW YORK. I THINK CAME OUT FIRST AND THEN ILLINOIS CAME OUT MORE RECENTLY THEN WE HEAR THERE'S SOME OTHER ATTORNEYS GENERALS. THIS IS UNFORTUNATELY A VERY BAD COMPANY CAUSING A LOT OF HARM.
PEARSON ON GETTING THE DEAL DONE:
WE'VE PUT IN PLACE A VERY FAIR OFFER BUT WE'RE HAPPY TO SIT DOWN WITH THE CEO, THE BOARD OF DIRECTORS AND IF THEY WANT TO GET THIS DEAL DONE, WE'LL SIT DOWN AND TRY TO MAKE SURE WE GET IT DONE.
PEARSON ON ALLERGAN'S GREAT ASSETS:
THEY HAVE A GREAT SET OF ASSETS. WHAT WE LOOK FOR IN OUR BUSINESS ARE DURABLE ASSETS AS WE CALL THEM. THESE ARE ASSETS THAT ARE PHARMACEUTICALS OFTEN SOMETIMES THEY'RE OVER THE COUNTER DRUGS, MEDICAL DEVICES THAT DON'T HAVE BIG PATENT CLIFFS, WHICH IS WHAT'S PLAGUED THE INDUSTRY. SO THESE ASSETS, IF YOU TAKE CARE OF THEM WILL LAST A LONG, LONG TIME.
PEARSON ON WHAT SEPERATES VALEANT FROM THE PACK:
I THINK OUR OPERATING MODEL IS WHAT SEPARATES US FROM THE PACK IN TERMS OF OUR DIFFERENT R&D MODEL AND OUR DIFFERENT OPERATING MODEL, OUR DECENTRALIZED MODEL. SO I THINK WE RUN A LOWER COST MODEL.
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