Back in 2014, then Allergan $AGN CEO David Pyott made no secret of the fact that he viewed Valeant’s takeover bid as something worse than the plague. He vehemently fought against the company. And today, his successors agreed to pay what amounted to a fine for speeding past SEC rules as it pursued a private course in wrestling out of Valeant’s grip.
In a statement, the SEC says that Allergan is paying $15 million for not disclosing in 2014 that it was engaged in negotiations on a merger that would have made it harder for Valeant to complete the deal. And after that deal fell through it also failed to open up about a pending deal with Actavis and its CEO Brent Saunders, which completed a buyout that left Valeant on the sidelines.
That’s all a no-no, says the SEC, and it was made worse by the fact that Valeant execs were told to play by the rules at the time.
It’s unlikely that anyone involved much regrets the sanction and fine. Today Valeant lies in ruins, its market cap a mere shadow if its former self and its business model in ruins. The new Allergan, meanwhile, has been engaged in a whirlwind of new deals as Saunders has led the charge in reining in annual price hikes on drug portfolios.
“Allergan failed to fully and timely disclose information about potential merger transactions it was negotiating behind the scenes in response to the Valeant bid,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office. “As outlined in our order, Allergan was slow to act even after SEC staff reminded the company about its disclosure obligations.”
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