WHEN: TODAY, FRIDAY, August 22, 2014
WHERE: CNBC'S "SQUAWK ON THE STREET"
Following is the unofficial transcript of breaking news from CNBC's David Faber. Following is a link to the breaking news on CNBC.com: http://video.cnbc.com/gallery/?video=3000304637&play=1. All references must be sourced to CNBC.
DAVID FABER: LET'S MOVE ON TO SOME NEWS, AS OUR VIEWERS KNOW OF COURSE I HAVE BEEN FOLLOWING THE CONTINUING BATTLE BETWEEN ALLERGAN AND VALEANT FOR QUITE SOME TIME WITH ALL OF THE UPS AND DOWNS. ONE OF THE KEYS THERE OF COURSE IS THE ABILITY TO CALL A SPECIAL MEETING OF ALLERGAN SHAREHOLDERS BY DELIVERING MORE THAN 25 % OF THE VOTES FOR SAID REQUEST FOR SPECIAL MEETING. WE HAVE BEEN WAITING IN FACT FOR VALEANT ALONG WITH ITS PARTNER PERSHING TO DO THAT , AND I CAN TELL YOU TODAY, ACCORDING TO SOURCES FAMILIAR WITH THE SITUATION, VALEANT AND PERSHING WILL REQUEST THAT SPECIAL MEETING DELIVERING MORE THAN 30% OF THE OUTSTANDING SHARES IN FAVOR OF REQUESTING A SPECIAL MEETING. AGAIN, THAT IS EXPECTED TO BE DONE TODAY BY THE CLOSE OF BUSINESS. VALEANT WILL REQUEST A SPECIAL MEETING OF ALLERGAN SHAREHOLDERS, AND WILL HAVE DONE SO BY PRESENTING MORE THAN THE 25 % REQUIRED UNDER THE COMPANY'S BYLAWS. NOW WHAT HAPPENS FROM HERE? WELL, IT GETS A LITTLE BIT MORE COMPLICATED. IF YOU RECALL WE MENTIONED A NUMBER OF TIMES THE HURDLES THAT ALLERGAN HAS PUT IN FRONT OF THE ABILITY TO CALL THAT SPECIAL MEETING. YOU NEED TO PRESENT, FOR EXAMPLE, TWO YEARS WORTH OF TRADING HISTORY. THERE'S A HIGH LIKELIHOOD, I CAN ARGUE, THATONCE THEY LOOK THROUGH IT, GO THROUGH THE 120 DAYS THEY HAVE BEFORE THEY HAVE TO ACTUALLY CALL FOR THE MEETING, THEY WILL LIKELY QUESTION SOME OF THE PAPER WORK MOST LIKELY, AND THIS WILL END UP IN COURT IN DELAWARE. ALL THAT BEING SAID THERE'S STILL AN EXPECTATION YOU WILL HAVE A SPECIAL MEETING HELD LET'S CALL IT BEFORE THE END OF THE YEAR PROBABLY IN DECEMBER. THIS IS NOT A SURPRISE, BUT, AGAIN, IN TERMS OF TIMING, VALEANT SOURCES TELLING ME EXPECTED TO PRESENT AT LEAST 30% OF THE SHARES. NOW REMEMBER BILL ACKMAN AND PERSHING SQUARE OWN 9.7 %, OF ALLERGAN STOCK SO IT IS AN ADDITIONAL ROUGHLY 20% OF THOSE SHARES WITH VERY HIGH HURDLES AS I MENTIONED IN TERMS OF ACTUALLY BEING ABLE TO DO IT BECAUSE YOU DO HAVE TO FILL OUT A LOT OF PAPERWORK INCLUDING 2 YEARS WORTH OF TRADING HISTORY. IT IS STRANGE TO SEE A COMPANY PUT SUCH HURDLES UP IN FRONT OF ITS OWN SHAREHOLDERS TO EXPRESS THEIR WILL IF YOU'VE DECIDED TO INCLUDE THE OPPORTUNITY TO REQUEST A SPECIAL MEETING AT 25%. YOU THINK, WELL, GO CAN JUST GO AHEAD AND DO IT.
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