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T. Rowe concerned about Allergan corporate governance

Another large shareholder of Botox-maker Allergan expressed concern over the company's corporate governance amid its fight to hold off hostile acquirer Valeant.

T. Rowe Price, which said it held 5.4 percent of Allergan shares as of June 30, Friday followed 1.3 percent holder Pentwater Capital Management in voicing dismay over Allergan's reported potential acquisition of Salix Pharmaceuticals.

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"Over the past several months, we have been watching with growing concern the corporate governance practices of the Allergan board," T. Rowe said in a statement Friday afternoon.

Allergan Valeant merger
Patrick T. Fallon | Getty Images

Valeant, working with activist investor Bill Ackman's Pershing Square, is pursuing a more than $50 billion hostile takeover of Allergan that's been growing increasingly contentious for months. At the urging of Pershing Square, Allergan has set a special meeting for Dec. 18, where shareholders will vote on whether to replace members of Allergan's board.

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"The issues to be voted on at the special meeting of shareholders on Dec. 18 are of such importance that they impose a special duty on the board to refrain from approving any significant, irreversible commitments by the company between now and then unless shareholders are offered the opportunity to vote on them," T. Rowe said. "We believe this should apply even in the event of all-cash acquisitions that do not ordinarily require a shareholder vote."

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Pentwater, in its letter to Allergan's board, noted reports that Allergan had also fielded takeover interest from drug maker Actavis.

"Pentwater is strongly opposed to the board of Allergan agreeing to any significant acquisition that does not allow shareholders to vote on the transaction," CEO Matthew Halbower said in the letter. "Such an action would render meaningless the upcoming special meeting scheduled for Dec. 18 and destroy value for all Allergan shareholders by failing to explore the premium bids that have been presented to Allergan."

Ken Cacciatore, an analyst with Cowen, said in a note Friday he believed the Salix acquisition "will survive the Valeant Dec. 18 shareholder vote as a preferred option compared the Valeant-Allergan combination."

Salix, with a market value of about $10 billion, sells drugs for gastrointestinal disorders.