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Appaloosa 'unsatisfied' By Allergan Promises

Responding to Allergan plc's (AGN) March 22, 2019 proxy filing and intention to install an independent Chairman at the next "CEO transition", Appaloosa LP said Monday that Allergan has done everything except what needs to be done to fix the Company. Unless the Board intends to make a Chief Executive Officer transition in the very near-term, these measures are no more than a meaningless series of gestures intended to preserve the current system of lax oversight and further entrench management.

On Friday, Allergan disclosed in a regulatory filing that it agreed to split its chairman and chief executive roles, but only at its next leadership change.

Appaloosa said today it is confident that shareholders will recognize these half-measures for what they are - a weak attempt to placate discontent and avoid a well-deserved rebuke to management. The status quo is unacceptable and disruptive measures are necessary for shareholders to convince this Board that it must make the decisions required to fix the Company or, if they are unwilling, sell it to a more capable acquirer or merger partner.

Funds advised by Appaloosa LP had submitted to 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.

On March 22, 2019, Allergan filed its 2019 definitive proxy materials with the Securities and Exchange Commission in connection with the Company's Annual General Meeting of Shareholders to be held on May 1, 2019.

Allergan announced that it has adopted a policy to provide that the Chairman of the Board shall be an independent member of the Board to be phased in with the next leadership transition. The Board of Directors also formed a Mergers and Acquisitions Committee to provide focused oversight on mergers, acquisitions, divestitures and other transactions. The Mergers and Acquisitions Committee is comprised of Robert J. Hugin as Chair, Christopher Coughlin, Thomas Freyman and Michael E. Greenberg.

Additionally, the Board of Directors adopted enhancements to its already-robust Lead Independent Director role, responding to shareholder input and further strengthening the position. Allergan announced that Catherine M. Klema will not be standing for re-election to the Board at the 2019 Annual General Meeting of Shareholders. 
Allergan also announced that Thomas Freyman would become the Chair of the Compensation Committee of the Board, effective as of Klema's retirement from the Board.

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