UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| ¨ | Definitive Additional Materials | |
| x | Soliciting Material Pursuant to §240.14a-12 |
Allergan, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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An Open Letter From Our Customers
Over the last six months, physicians from around the world have approached Allergan, including at the recent American Academy of Ophthalmology annual meeting, to raise significant concerns about the consequences of Valeant Pharmaceuticals International, Inc.’s attempted hostile acquisition of Allergan. Many of those physicians also expressed a desire to publicly voice their perspective and asked Allergan to assist by providing them with an appropriate forum. In response, Allergan prepared the following open letter for signature by physicians. Allergan notes that all physicians who sign the open letter are doing so voluntarily and are not being compensated in any way by Allergan.
An Open Letter to the Eye Care Community from Ophthalmologists:
For more than 60 years, Allergan has been a leading eye-care company recognized for its professionalism and commitment to advancing science. While other companies have entered and exited the field, Allergan has remained steadfast in its commitment to developing and providing important products for serious ophthalmic conditions.
In doing so, Allergan has consistently demonstrated its leadership by supporting physicians in all critical areas of their practices so they can provide the best possible patient care, including by making industry-leading investments in innovative research and development (R&D), as well as in patient, physician and staff education, clinical study support, advocacy, reimbursement guidance and patient assistance programs. Allergan’s success has been our success and vice versa.
Sign the open letter:
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The undersigned, who spend our lives working to bring patients the best possible treatments, are alarmed by Valeant Pharmaceuticals International, Inc.’s unsolicited proposal to acquire Allergan. Based on Valeant’s publicly disclosed targets, its acquisition of Allergan would greatly decrease funding for R&D and would thus negatively impact our practices and our ability to provide the highest quality care to our patients.
As ophthalmologists and members of the global eye care community, we would like to recognize Allergan for all that the company has done for our ability to practice and for our patients. We are greatly concerned about the potential loss of one of the few remaining large innovation-focused eye care companies. As leaders in our profession, we are committed to supporting those companies that share our unwavering priorities relating to innovation, clinical advancement, education and training to improve patient care.
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Click here to find important information on Allergan’s solicitation materials.
Click here to read additional letters of support from our customers.
Louis B. Cantor
M.D.
Board of Trustees,
American Academy of Ophthalmology
Bartly Mondino
M.D.
Director of Stein Eye Institute,
Chairman of UCLA Department
of Ophthalmology,
Executive Vice President of Association of
University Professors of Ophthalmology
Bruce Spivey
M.D
Immediate Past President,
International Council of Ophthalmology,
and Founding CEO,
American Academy of Ophthalmology
Joseph Caprioli
M.D.
Professor of Ophthalmology and
Chief of Glaucoma Division, UCLA
Randall Olson
M.D.
Chairman and CEO,
John Moran Eye Institute
Roger F. Steinert
M.D.
Interim Dean, School of Medicine
Irving H. Leopold Professor of Ophthalmology
Director, Gavin Herbert Eye Institute
University of California, Irvine
H. Dunbar Hoskins, Jr.
M.D.
David W. Parke II
M.D.
EVP & CEO,
American Academy of Ophthalmology
Hugh R Taylor AC
Professor
President, the International Council
of Ophthalmology
W. Bruce Jackson, FRCSC
M.D.
Former Chair and Director-General,
University of Ottawa Eye Institute,
The Ottawa Hospital
Professor of Ophthalmology,
University of Ottawa
Ottawa, Ontario
Canada
Gregory L. Skuta
M.D.
President,
American Academy of Ophthalmology
President and CEO,
Dean McGee Eye Institute
Rohit Varma, MPH
M.D.
Grace and Emery Beardsley
Professor and Chair
USC Department of Ophthalmology
Director, USC Eye Institute
Associate Dean, Keck School of Medicine
of USC
Richard A. Lewis
M.D.
President, American Society of Cataract and
Refractive Surgery
Sacramento, CA
Allan R. Slomovic MSc, FRCSC
M.D.
Associate Professor of Ophthalmology, University of Toronto
Ruth D. Williams
M.D.
President, Wheaton Eye Clinic, Ltd
Past President,
American Academy of Ophthalmology
David S Boyer
M.D.
Senior Partner,
Retina Vitreous Associates Medical Group
Clinical Professor of Ophthalmology
USC/Keck School of Medicine
David M. Brown, FACS
M.D.
Clinical Professor of Ophthalmology
Baylor College of Medicine, Houston TX
Retina Consultants of Houston
Anne L. Coleman, PhD
M.D.
Professor of Ophthalmology
Stein Eye Institute
UCLA
Robert Osher
M.D.
Professor of Ophthalmology
University of Cincinnati
Medical Director Emeritus
Cincinnati Eye Institute
Christie Morse
M.D.
Board of Trustees, American Academy of Ophthalmology
Mathew MacCumber
M.D.
Board of Trustees, American Academy of Ophthalmology
Chicago , IL
Robert Avery
M.D.
Founder, California Retina Consultants
Santa Barbara, CA
Pamela Williams
M.D.
AAPOS Board of Directors
Baton Rouge, LA
Thomas A. Albini
M.D.
President, The Vit-Buckle Society, Bascom Palmer Eye Institute, University of Miami
Miami, FL
Rohit R. Lakhanpal
M.D.
Vice-President, Membership Chair, The Vit-Buckle Society, University of Maryland, The Union Memorial Hospital
Baltimore, MD
Derek Kunimoto
M.D.
Vice-President, Governance, The Vit-Buckle Society, Retinal Consultants of Arizona
Phoenix, AZ
Charles W. Mango
M.D.
Treasurer, The Vit-Buckle Society, Weill Cornell Medical College, New York Presbyterian Hospital
New York, NY
Andrew Moshfeghi
M.D.
Secretary, The Vit-Buckle Society, Retina Associates of Kentucky
Lexington, KY
Tina Qiu
M.D.
Ophthalmic Physician Innovator
Greater Boston Area, MA
Audina M. Berrocal
M.D.
Annual Meeting Chair 2015, The Vit-Buckle Society, Bascom Palmer Eye Institute, University of Miami
Miami, FL
Susan MacDonald
M.D.
Concord , MA
Linda Tsai
M.D.
Board of Trustees, American Academy of Ophthalmology
St. Louis, MO
Charles C. Wykoff, M.D.
Ph.D
Meeting Program Chair, The Vit-Buckle Society, Retina Consultants Houston
Houston, TX
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. Allergan has filed a solicitation/recommendation statement on Schedule 14D-9, as amended, with the SEC in response to the exchange offer by Valeant Pharmaceuticals, Inc. that has been mailed to Allergan’s stockholders. In addition, Allergan has filed a preliminary proxy statement with the SEC and will file a definitive proxy statement with the SEC. The definitive proxy statement will be mailed to Allergan’s stockholders. INVESTORS AND STOCKHOLDERS OF ALLERGAN ARE ENCOURAGED TO READ THESE AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain free copies of these documents as they become available and any other documents filed with the SEC by Allergan at the SEC’s website at www.sec.gov. In addition, copies will also be available at no charge at the Investors section of Allergan’s website at www.allergan.com. Copies of these materials may also be requested from Allergan’s information agent, Innisfree M&A Incorporated, toll-free at 877-800-5187.
Allergan, its directors and certain of its officers and employees are participants in solicitations of Allergan stockholders. Information regarding the names of Allergan’s directors and executive officers and their respective interests in Allergan by security holdings or otherwise is set forth in Allergan’s proxy statement for its 2014 annual meeting of stockholders, filed with the SEC on March 26, 2014, as supplemented by the proxy information filed with the SEC on April 22, 2014. Additional information can be found in Allergan’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 25, 2014 and its Quarterly Report on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, filed with the SEC on May 7, 2014 and August 5, 2014, respectively. To the extent holdings of Allergan’s securities have changed since the amounts printed in the proxy statement for the 2014 annual meeting of stockholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC.
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