Allergan

Allergan has agreed to pay $15 million to settle charges that it failed to timely disclose merger talks with other companies after it rejected a takeover bid by Valeant Pharmaceuticals.

In the months following Allergan’s rejection of Valeant’s $46 billion offer in June 2014, the drug maker discussed a possible acquisition of Salix Pharmaceuticals and then accepted a $66 billion “white knight” takeover proposal by Actavis. The Salix deal would have made it more difficult for Valeant to acquire Allergan.

According to the U.S. Securities and Exchange Commission, Allergan did not timely inform investors of its discussions with either Salix or Actavis, violating the disclosure requirements of the Securities Exchange Act.

“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 news release.

Citing the SEC’s order settling an enforcement action, he noted that Allergan “was slow to act even after SEC staff reminded the company about its disclosure obligations.”

Valeant’s offer sparked one of the most heated takeover battles of 2014. In a June 23, 2014 regulatory filing, Allergan stated that the offer was inadequate and that the company was not undertaking or engaged in negotiations that could result in an “extraordinary transaction.”

According to the SEC, the company was required to update the filing promptly if it subsequently entered into “negotiations” with a third party. But it allegedly failed to timely disclose the negotiations with Salix that began in August 2014 — even after a news organization reported it had approached Salix.

By that time, Allergan had received an initial proposal from Actavis. Following press reports of a possible deal, SEC staff on Sept. 23, 2014 informed Allergan that, to the extent any merger negotiations were being conducted, a disclosure was required.

The company amended its June 23 filing on Nov. 6 but the SEC said it “failed to disclose that negotiations were being undertaken or were underway and in the preliminary stages” and did not make further disclosure until after a merger agreement with Actavis was executed.

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