Appaloosa Sends Letter to Allergan Board of Directors in Response to Latest Failed Corporate Governance Initiative

NEW YORK–(BUSINESS WIRE)–Appaloosa LP today sent a letter to Allergan plc’s (NYSE:AGN)
(“Allergan”) Board of Directors in response to the Board’s toothless
resolution to separate the roles of Chairman and CEO at some vague
future date.

The full text of the letter follows:

February 19, 2019
Board of Directors
Allergan plc
Business and Technology Park
Coolock, Dublin, D17 E400, Ireland

Ladies and Gentlemen –

Your announcement today that you will separate the roles of Chairman and
CEO at some vague future date falls short of improved governance and
once again lays bare your reluctance to hold management accountable for
its dismal performance. This response, following three years of proxy
proposals and prodding from large shareholders such as Appaloosa, bears
remarkable similarity to last year’s aborted “Strategic Review” – that
is, a lame attempt to deflect pressure through token measures that
sidestep the Company’s defects and desperately preserve the managerial
status quo.

The Board’s loyalty in “preserving existing leadership arrangements” is
remarkable given that the status quo is responsible for:

(1) $13.4bn of balance sheet writedowns spread over 15 of the last 16

(2) embarrassing legal initiatives;

(3) a failed acquisition strategy resulting in an underperforming
product pipeline;

(4) a deflated stock price; and

(5) a stunningly excessive level of management compensation.

That the Board believes a toothless resolution will even begin to
address these issues speaks to your subservience to the management team
you have compensated so lavishly. Indeed, had you seriously intended to
take meaningful action, Bob Hugin would have been a credible candidate
for Chairman given his standing in the industry.

Appaloosa will not withdraw its proposal from this year’s proxy
statement, as it seeks a more immediate separation of Chair and CEO than
the watered-down resolution you now reluctantly embrace. Moreover, your
ineffectual efforts suggest that this Board and management team may be
incapable of executing a business plan that will realize Allergan’s
inherent value. If, in fact, the Board is unable or unwilling to hold
management accountable for its shortcomings or find a suitable
replacement, it is your fiduciary obligation to explore other options,
including a merger or sale of the Company.


David A. Tepper
President, Appaloosa LP

cc. Robert Schwenkel,
Fried, Frank, Harris, Shriver & Jacobson


Funds advised by Appaloosa LP (“Appaloosa”) have submitted to Allergan
plc (“Allergan”) a shareholder proposal to separate the roles of
Chairman and Chief Executive Officer to be considered at Allergan’s 2019
annual general meeting of shareholders. This communication is not a
solicitation of proxies and Appaloosa is not seeking authority to vote
any proxy in connection with Allergan’s annual general meeting.
Shareholders should NOT send us any proxy card. Following the
dissemination of Allergan’s proxy materials for the annual general
meeting, shareholders will be able to vote for Appaloosa’s shareholder
proposal by executing and returning the form of proxy card furnished by
Allergan in accordance with the procedures set forth in Allergan’s proxy
materials. Shareholders with questions may contact Okapi Partners,
Appaloosa’s Information Agent, toll free in the U.S. and Canada at (877)
869-0171 or at +1 (212) 297-0720 outside of the U.S. or Canada.


Jonathan Gasthalter/Nathaniel Garnick
& Co.
(212) 257-4170

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