Allergan to Pay $15M After SEC Finds M&A Disclosure Missteps

Stay up-to-date with the latest developments in securities law through access to both news and all statutes and regulations. Find relevant corporate filings through a searchable EDGAR database. And...

By Andrew Ramonas

Allergan Inc. has reached a $15 million settlement with the Securities and Exchange Commission to resolve claims that it failed to make appropriate disclosures during merger talks, the agency announced Jan. 17 ( In re Allergan, Inc. , S.E.C., No. Admin. Proc. File No. 3-17790, 1/17/17 ).

The drugmaker didn’t reveal talks with “potentially friendlier merger partners” in a timely manner after a tender offer from Valeant Pharmaceuticals International Inc. and co-bidders in June 2014, according to the SEC. Allergan ultimately entered merger discussions with Actavis plc, which acquired it.

“Allergan failed to fully and timely disclose information about potential merger transactions it was negotiating behind the scenes in response to the Valeant bid,” Andrew M. Calamari, director of the SEC’s New York Regional Office, said in a statement. “As outlined in our order, Allergan was slow to act even after SEC staff reminded the company about its disclosure obligations.”

“Allergan’s wholly owned subsidiary, Allergan Inc., has consented to the issuance of an administrative cease-and-desist order by the Securities and Exchange Commission, in final settlement of a previously disclosed SEC investigation,” Mark Marmur, a spokesman for the company, said in a statement to Bloomberg. “The SEC’s order does not make any finding of intentional wrongdoing, and does not include any charges against Allergan Plc.”

To contact the reporter on this story: Andrew Ramonas in Washington at aramonas@bna.com

To contact the editors responsible for this story: Phyllis Diamond at pdiamond@bna.com; Seth Stern at sstern@bna.com

For More Information

Copyright © 2017 The Bureau of National Affairs, Inc. All Rights Reserved.

Request Securities & Capital Markets on Bloomberg Law