Pershing Square Activist Presentation Deck
July 2014, 120 slides
  1. Pershing Square
  2. Allergan
  3. Activist Presentation Decks
calling for a special meeting of shareholders iss presentation | Pershing Square
legal disclaimer | Pershing Square
legal disclaimer | Pershing Square
legal disclaimer | Pershing Square
legal disclaimer | Pershing Square
executive summary there are two principal reasons we are calling fora special meeting to fix the special meeting provisions in bylaws which are unduly onerous and anti shareholder to remove directors and propose the appointment of new directors who will engage with on its compelling and certain offer to acquire at a premium to unaffected share price | Pershing Square
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has used procedural restrictions to | Pershing Square
special meeting provision provides a heavily restricted right | Pershing Square
special meeting provision provides a heavily restricted right | Pershing Square
special meeting provision provides a heavily restricted right | Pershing Square
regarding calling a special meeting | Pershing Square
written consent provision provides the illusion of shareholder rights | Pershing Square
board has taken steps to obstruct a special meeting | Pershing Square
board has taken steps to obstruct a special meeting steps | Pershing Square
argument against holding a special meeting | Pershing Square
has ignored its own corporate governance guidelines | Pershing Square
board is characterized by long tenures low stock ownership and weak governance i | Pershing Square
iss has identified a high possibility of governance risk at | Pershing Square
why a special meeting is necessary to protect shareholder rights | Pershing Square
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in addition to providing a forum to vote on the proposed transaction the special meeting will allow shareholders the opportunity to fix egregious special meeting bylaws special meeting bylaws are allowed to stand they will be widely promoted by defense firms and risk being widely adopted in corporate | Pershing Square
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history of the transaction | Pershing Square
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proper way to value the proposed transaction valued on an unaffected basis this transaction is a merger billion company | Pershing Square
we believe current stock price does | Pershing Square
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morgan | Pershing Square
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we believe the current offer meets investors asking price | Pershing Square
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even adjusted for peer movements the offer is a large premium | Pershing Square
the offer represents a large premium to analysts | Pershing Square
how some large shareholders are thinking of earnings per share | Pershing Square
earnings per hare | Pershing Square
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adequacy of the offer look through price | Pershing Square
adequacy of the offer fair value | Pershing Square
the offer is certain and adequate | Pershing Square
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substantial overlap of ownership | Pershing Square
research analysts recommendations suggest that stock is undervalued aegis capital corp corp cantor capital group buy buy buy buy | Pershing Square
research analysts are confident in operating model and the strategic combination its base business and relative to the strategic growth opportunity that exists across the pharmaceutical industry | Pershing Square
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square performed independent due diligence on | Pershing Square
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risks in business model not diversified highly exposed to patent expirations large price increases have significantly contributed to growth black box model | Pershing Square
highly concentrated portfolio | Pershing Square
high exposure to patent cliffs | Pershing Square
generics manufacturers may challenge existing patents | Pershing Square
patent cliffs concentration high risk | Pershing Square
pricing has driven growth | Pershing Square
has a lower risk product portfolio | Pershing Square
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black box model no project level expense guidance no guidance on expected returns from investment limited visibility of creates uncertainty history of losses outside of low risk projects compensation program promotes spending without providing accountability for return on investment | Pershing Square
limited project level guidance | Pershing Square
limited project level guidance | Pershing Square
limited visibility of creates uncertainty | Pershing Square
limited visibility of creates uncertainty shares fell the day of earnings call | Pershing Square
history of losses outside of low risk projects | Pershing Square
history of losses outside of low risk projects | Pershing Square
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elevated a expense | Pershing Square
analysts recognize the cost opportunity but have repeatedly questioned management commitment to solving the problem | Pershing Square
very high but has not made meaningful progress well clearly we stated over the years that reiterate that and clearly this is not by cutting it just | Pershing Square
a eral | Pershing Square
has a poor capital allocation history flawed capital allocation framework questionable business development track record | Pershing Square
analysts have repeatedly questioned capital allocation strategy ame tae ala | Pershing Square
flawed capital allocation framework gilbert bank of question on earnings call | Pershing Square
flawed capital allocation framework share | Pershing Square
management has highlighted a as a primary use of cash in the past | Pershing Square
has historically not been able to identify attractive acquisition targets | Pershing Square
acquisition track record is questionable | Pershing Square
acquisition track record is questionable franchise | Pershing Square
acquisition track record is questionable map pharmaceuticals | Pershing Square
acquisition track record is questionable map pharmaceuticals gilbert lynch question on | Pershing Square
acquisitions using billion of capital have all disappointed lar band of net book value written off year delay has significantly | Pershing Square
poorly designed executive | Pershing Square
compensation program | Pershing Square
black value of million share price | Pershing Square
has revised its long term plan but not its compensation policy all in on aligning compensation with performance we challenge to do the same long term incentive compensation | Pershing Square
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downside to shares if they revert to the unaffected share price i pee alae als i i | Pershing Square
long term investors have sold at prices significantly below the current offer | Pershing Square
high trading volume since initial bid get aga | Pershing Square
long term investors see risk | Pershing Square
we believe recent option trading also suggests meaningful downside if the deal breaks | Pershing Square
insiders have sold a significant number of | Pershing Square
sales compared to peers since | Pershing Square
revised long term financial plan on may in reaction to bid management announced a new revised long term plan we question the credibility and value creation potential of this long term plan | Pershing Square
higher guidance appears driven by the bid aspirations being around about sales growth | Pershing Square
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thoughts on valuation multiple opportunity for substantial a and saving | Pershing Square
history of poor cost management and poorly designed management incentives should make investors question the credibility of the revised or any revised long term plan | Pershing Square
the expected revised operating plan | Pershing Square
management is considering making acquisitions of its own to thwart an attractive bid | Pershing Square
why is now the right time to make a large acquisition premium for their own business | Pershing Square
management is also considering a leveraged | Pershing Square
a large at the currently elevated share price would be value destructive leveraged of up to billion compared to a total share for its peers | Pershing Square
share too little too late | Pershing Square
has indicated his true concerns | Pershing Square
conclusion onerous special meeting provisions and send a bylaws will not be tolerated by shareholders at the meeting shareholders will also be able to vote on removing six of nine current directors who are standing in the way of what is best for the company and its shareholders | Pershing Square
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credibility of the revised long term plan | Pershing Square
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