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Tuesday, October 15, 2019

Allergen settles SEC allegations regarding public disclosures, to pay $15 million penalty

By Mark Iandolo | Jan 25, 2017

WASHINGTON (Legal Newsline) — The Securities and Exchange Commission (SEC) announced Jan. 17 that Allergan Inc. will pay $15 million in penalties after allegedly violating securities law when failing to make proper disclosures after a hostile takeover bid.


According to the SEC, Allergan received a tender offer from Valeant Pharmaceuticals and co-bidders in 2014. After receiving the offer, Allergan made a public statement that it would not accept the offer.

SEC rules mandate that Allergan needed to amend the filing if a material change occurred. Allergan allegedly failed to do this when another company came into the merger picture after the Valeant talks. The SEC alleges the investing public was never made aware that Allergan had entered merger talks with Actavis, the company that eventually acquired Allergan, until after the merger had been executed.


“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.”


John Lehmann, Mark Germann, and Charles Riely of the SEC's New York office handled the case, which was supervised by Sanjay Wadhwa.

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