Pershing Square Activist Presentation Deck
A Viable Path to Effect a Deal
▸ At the Special Meeting, shareholders can vote to remove
Allergan directors
► Pershing Square will propose to remove six of Allergan's nine
directors, to be replaced with new candidates Pershing Square
has identified
► If the Allergan board refuses to appoint these new directors,
shareholders of 10% or more can seek a summary election
under Delaware General Corporation Law § 223 (c)
§ 223 (c) provides in relevant part:
"If, at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding
at least ten percent of the voting stock... summarily order an election to
be held to fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office ..."View entire presentation