An Unrivaled Platform for

Growth & Value Creation in

Healthcare

Valeant Pharmaceuticals International, Inc. +

Allergan, Inc.

April 22

nd

, 2014

Filed by Valeant Pharmaceuticals International, Inc.

(Commission File No. 001-14956) pursuant to Rule

425 under the Securities Act of 1933 and deemed

filed pursuant to Rule 14a-12 under the Securities

Exchange Act of 1934

Subject Company: Allergan, Inc.

Commission File No.: 001-10269

To be used in connection with Investor Presentation

Speakers

2

J. Michael Pearson

Chairman of the Board and Chief Executive Officer

Howard Schiller

Executive Vice President and Chief Financial Officer

Dr. Ari Kellen

Executive Vice President and Company Group Chairman

Forward-looking statements (1/2)

the

ultimate

outcome

of

any

possible

transaction

between

Valeant

and

Allergan

including

the

possibilities

that

Valeant will not pursue a transaction with Allergan and that Allergan will reject a transaction with Valeant;

if

a

transaction

between

Valeant

and

Allergan

were

to

occur,

the

ultimate

outcome

and

results

of

integrating

the

operations of Valeant and Allergan, the ultimate outcome of Valeant’s pricing and operating strategy applied to

Allergan and the ultimate ability to realize synergies;

the

effects

of

the

business

combination

of

Valeant

and

Allergan,

including

the

combined

company’s

future

financial condition, operating results, strategy and plans;

3

This communication may contain forward-looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995 and Canadian securities laws.  These forward-looking statements include, but are

not limited to, statements regarding Valeant Pharmaceuticals International, Inc.’s (“Valeant”) offer to acquire

Allergan, Inc. (“Allergan”), its financing of the proposed transaction, its expected future performance (including

expected results of operations and financial guidance), and the combined company’s future financial condition,

operating results, strategy and plans.  Forward-looking statements may be identified by the use of the words

“anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,”

“potential,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,”

“ongoing,” “upside,” “increases” or “continue” and variations or similar expressions. These statements are based

upon the current expectations and beliefs of management and are subject to numerous assumptions, risks and

uncertainties that change over time and could cause actual results to differ materially from those described in the

forward-looking statements.  These assumptions, risks and uncertainties include, but are not limited to,

assumptions, risks and uncertainties discussed in the company’s most recent annual or quarterly report filed with

the Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”)

and assumptions, risks and uncertainties relating to the proposed merger, as detailed from time to time in

Valeant’s filings with the SEC and the CSA, which factors are incorporated herein by reference.  Important

factors that could cause actual results to differ materially from the forward-looking statements we make in this

communication are set forth in other reports or documents that we file from time to time with the SEC and the

CSA, and include, but are not limited to:

Forward-looking statements (2/2)

the effects of governmental regulation on our business or potential business combination transaction;

ability to obtain regulatory approvals and meet other closing conditions to the transaction, including all necessary

stockholder approvals, on a timely basis;

our ability to sustain and grow revenues and cash flow from operations in our markets and to maintain and grow

our customer base, the need for innovation and the related capital expenditures and the unpredictable economic

conditions in the United States and other markets;

the impact of competition from other market participants;

the development and commercialization of new products;

the availability and access, in general, of funds to meet our debt obligations prior to or when they become due

and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash

flow, or (iii) access to the capital or credit markets;

our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in

a timely manner, could trigger a default of our other obligations under cross-default provisions; and

the

risks

and

uncertainties

detailed

by

Allergan

with

respect

to

its

business

as

described

in

its

reports

and

documents filed with the SEC.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in

their entirety by this cautionary statement.  Readers are cautioned not to place undue reliance on any of these

forward-looking statements. These forward-looking statements speak only as of the date hereof.  Valeant

undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances

after the date of this communication or to reflect actual outcomes.

4

Additional information

Information regarding the names and interests in Allergan and Valeant of Valeant and persons related

to

Valeant

who

may

be

deemed

participants

in

any

solicitation

of

Allergan

or

Valeant

shareholders

in

respect of a Valeant proposal for a business combination with Allergan is available in the additional

definitive proxy soliciting material in respect of Allergan filed with the SEC by Valeant on April 21,

2014.

Information

regarding

the

names

and

interests

in

Allergan

and

Valeant

of

Pershing

Square

and

persons related to Pershing Square who may be deemed participants in any solicitation of Allergan or

Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan is

available in additional definitive proxy soliciting material in respect of Allergan filed with the SEC by

Pershing Square.  The additional definitive proxy soliciting material referred to in this paragraph can

be obtained free of charge from the sources indicated above.

5

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities.

This communication relates to a proposal which Valeant has made for a business combination

transaction with Allergan. In furtherance of this proposal and subject to future developments, Valeant

and Pershing Square Capital Management, L.P. (“Pershing Square”) (and, if a negotiated transaction is

agreed, Allergan) may file one or more registration statements, proxy statements or other documents

with the U.S. Securities and Exchange Commission (the “SEC”).  This communication is not a

substitute for any proxy statement, registration statement, prospectus or other document Valeant,

Pershing Square and/or Allergan may file with the SEC in connection with the proposed transaction. 

INVESTORS AND SECURITY HOLDERS OF VALEANT AND ALLERGAN ARE URGED TO READ THE

PROXY STATEMENT(s), REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS

FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS

THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Any

definitive proxy statement(s) (if and when available) will be mailed to stockholders of Allergan and/or

Valeant, as applicable. Investors and security holders will be able to obtain free copies of these

documents (if and when available) and other documents filed with the SEC by Valeant and/or Pershing

Square through

the

web

site

maintained

by

the

SEC

at

http://www.sec.gov.

Valeant + Allergan

An unrivaled platform for growth and value creation in healthcare

6

Valeant + Allergan –

strategically compelling transaction

Unrivaled portfolio in Ophthalmology, Dermatology, and Aesthetics

Great for patients & physicians around the world

High single-digit organic growth rate for foreseeable future

25%-30% pro forma 2014* Cash EPS accretion, year 2 and beyond expected 15-20%+ Cash

EPS growth depending on deployment of free cash flow

$2.7B+ in annual operating cost synergies, not including significant revenue synergies

~80% in first 6 months with the remaining ~20% in the following 12 months

Maintaining $300M+ in annual R&D spend to complete high-probability projects

High single-digit tax rate for combined company in addition to cost synergies

Pershing Square is Allergan’s largest shareholder with a 9.7% stake, supporting the

transaction and will elect for 100% stock

Delivered merger agreement, no antitrust uncertainty, committed financing for $15.5B

Flexible with any and all social issues

Valeant 1

st

quarter Cash EPS will meet/beat analyst consensus expectations,

outlook for

rest of year strong, raising Cash EPS guidance from $8.25-$8.75 to $8.55-$8.80, despite

negative FX headwinds of ~$0.15 Cash EPS since budget

7

* Assumes January 1

2014 close with full synergies day 1

Source for analyst consensus: Thompson/First Call

st

Contents

Financial Rationale

Strategic Rationale

Synergy Overview

Potential Social Issues

Antitrust, Due Diligence & Contract

Pershing Square Involvement

Valeant 2014 Outlook

Next Steps

8

Proposed

Transaction

Review

-

consideration

9

Cash/Share*

$48.30

+ Exchange Ratio

0.83

Allergan

Ownership*

43%

*based off of diluted shares of 306.7M

Offers a substantial

premium to unaffected $116.63

share price as of April 10

th

, 2014 the day before Pershing

Square crossed the 5% Schedule 13D ownership level

and commenced its rapid accumulation program

Proposed

Transaction

Review

–

key

transaction

features

Significant immediate value to shareholders

For each Allergan share:

$48.30 in cash

0.83 Valeant shares

Sustainable

long-term value to shareholders

$2.7B+ in annual operating cost synergies

Additional significant revenue synergies

Additional tax synergies

Combined company expected to initiate $0.20/share annual dividend at close, equal to

current Allergan dividend

No hurdles to closing

No financing contingency, committed financing from Barclays and RBC Capital Markets

No antitrust uncertainty as Valeant will accept antitrust risk

Support from Allergan’s largest shareholder

Pershing Square with 9.7% stake in Allergan

Agreed to elect to take all stock

Intends to be a significant long-term Valeant shareholder

10

Financially Compelling Transaction

2014E

Valeant

Allergan

Valeant +

Allergan

Revenue ($B)

$8.3-$8.7

$6.8-$7.1

$14.8-$15.5

Adj. Cash Net

Income ($B)

$2.9-$3.0

$1.6 -$1.7

$6.6-$6.7

Cash EPS

$8.55-$8.80

$10.95-$11.20

Accretion

25%-30%

11

Full year 2014 Pro Forma financials

Assumes Jan 1

st

2014 close with full synergies day 1

Source

for

Allergan

amounts:

based

on

Allergan

earnings

release

February

5

2014

Note: assumes Dysport, Restylane, and Perlane are divested

th

Financially Compelling Transaction

12

2014+ Combined Company Outlook

25%-30% pro forma 2014* Cash EPS accretion, year 2 and beyond

expected 15-20%+ Cash EPS growth depending on deployment of free

cash flow

High single-digit organic revenue growth for foreseeable future

80% gross margins, improving over time

$2.7B+ annual operating cost savings

High single-digit tax rate

$300M+ annual R&D spend

Avg. interest expense of ~5.3% across total net debt of ~$28B at

closing

$6B+ in annual free cash flow and growing

Ability to leverage a strong balance sheet (expected net leverage of ~3.0x)

Source: Valeant management estimates

* Assumes Jan 1 2014 close with full synergies day 1

Accretive business development

Debt reduction

Share buybacks

Financing and Balance Sheet Impact

13

Financing

Commitment

Strong Cash

Flows

$15.5B committed financing from Barclays and RBC Capital

Markets

Take out financing a combination of secured bonds,

unsecured bonds, and bank debt

Expected interest rate of ~5.5% on new debt (subject to

market conditions)

Annual free-cash-flow generation in excess of $6B and

growing

Capacity for continued business development

Dividend

Expect to initiate a dividend of $0.20/share per year at

close, in-line with current Allergan dividend

Credit

Profile

~$28B net debt at closing

Expected pro forma leverage of ~3.0x

Expect investment grade rating over time

Contents

Financial Rationale

Strategic Rationale

Synergy Overview

Potential Social Issues

Antitrust, Due Diligence & Contract

Pershing Square Involvement

Valeant 2014 Outlook

Next Steps

14

Valeant Operating Principles

1.   Put patients and our customers first by maintaining the highest ethical standards in the industry

2.   Select high-growth business segments (therapeutic areas and geographies) where the healthcare

professional is still the primary decision maker

3.   Maintain a bias toward durable products that are largely cash pay, or are reimbursed through private

insurance

4.   Focus our resources on bringing new products to the market (output), not R&D spend (input)

5.   Maintain a decentralized operating model to ensure decisions are made close to the customer

6.   Focus our promotional spending on customer-facing activities

7.   Measure all of our operating units on organic growth and cash flow generation

8.   Require Internal Rates of Return (IRR) significantly above our cost of capital, coupled with short-term

cash paybacks for all of our deals

9.   Directly link senior management compensation to long-term shareholder returns

10. Ensure tight controls and rigorous compliance standards while avoiding overspending

15

~$3.8B

Valeant + Allergan, An unrivaled platform for growth and

value creation in healthcare

Ophthalmology

Dermatology Rx

Aesthetics

Consumer

Neurology/Dental/Other

Emerging Markets

Note: Therapeutic area revenue estimates exclude revenue from emerging markets

6-7%

~$1.5B

6-7%

~$2.1B

11-12%

~$1.3B

6-7%

~$2.8B

4-6%

~$3.8B

10-13%

Valeant +Allergan

2014E rev

5 year market growth rate

Source: IMS, EvaluatePharma

16

Valeant + Allergan a leading portfolio in Eye Health

17

Leading

pharmaceutical

portfolio

Complete surgical

offering

High-growth contact

lens business

Leading consumer

business

•

Leading player

with complete

Eye Health

offering

•

5-year category

growth CAGR:

6-7% vs. 3-4% for

overall pharma

market

Source: IMS, EvaluatePharma

Eye Health leaders (Global Rx, Device, and Consumer)

#2 player in global Eye Health

Rank

Company

2013 Sales

($B)

1

Alcon

10.2

2

Valeant + Allergan

6.3

3

Johnson & Johnson

2.9

4

Regeneron

1.6

5

Roche

1.5

6

CooperVision

1.3

7

Santen

1.2

8

Abbott (AMO)

0.8

9

Zeiss

0.8

10

Bayer

0.7

18

Source: EvaluatePharma, Euromonitor

Product

Launch

Est Peak Sales

($MM)

Product

Launch

Est. peak sales

($MM)

enVista™

inserter

(lens)

Launched

560-820

Brimonidine

2016

1,150-2,500

PureVision2 for

Presbyopia

Launched 

Latanoprostene

bunod

2016

Victus™

enhancements

Lens

fragmentation 2H

2014

MIM-D3

2017

Ultra™

Launched

Ultra Multi Focal,

Toric, and Plus

Powers

2015/2016

BioTrue®

multifocal

May-14

Trulign™

expanded ranges

(lens)

Q2 2014

Product

Launch

Est Peak Sales

($MM)

Product

Launch

Est. peak sales

($MM)

Ozurdex (DME)

Expected 2014

100-150

Restasis EU

2015

100-200

Launch Products

Phase III

Eye Health pipeline

19

Source: analyst estimates for Allergan, Valeant management estimates

Valeant + Allergan a leading portfolio in Dermatology

20

Leading acne

portfolio

Leading anti-infective

and anti-fungal

portfolio

Strong dermatoses

and skin barrier

franchise

Complementary

immune business

•

5-year category

growth CAGR of

6%-7% vs. 3%-

4% for overall

pharma market

•

Major US player

with strong

portfolio offering

across

categories

•

Most launches in

the industry in

2014

Source: IMS, EvaluatePharma

Product

Launch

Est Peak Sales

($MM)

Product

Launch

Est. peak sales

($MM)

Bensal HP®

Re-launched

445-1,055

IDP-118

2017

200-300

Luzu®

Launched

Retin-A Micro®

.08%

Jun-14

Jublia®

Q3 2014 (pending

FDA approval)

Onexton™

Early Q1 2015

(pending FDA

approval)

Product

Launch

Est Peak Sales

($MM)

Product

Launch

Est. peak sales

($MM)

None

Aczone X

2016

50-100

Launch Products

Phase III

Dermatology pipeline

21

Source: analyst estimates for Allergan, Valeant management estimates

Valeant + Allergan a leading portfolio in Aesthetics

22

Leader in toxins and

fillers

Leader in physician

skin care

Comprehensive

energy-based device

portfolio

#2 globally in breast

aesthetics

•

5-year category

growth CAGR of

11-12% vs. 3%-

4% for overall

pharma market

•

Creates global

leader across

categories

•

Only

comprehensive

portfolio in the

industry

Source: IMS, EvaluatePharma

Product

Launch

Est Peak Sales

($MM)

Product

Launch

Est. peak sales

($MM)

Neotensil™

Launched

135-235

Emervel

2015

100-200

Obagi360™

System

Launched

Ideal Implants

Q3 2014

Hyaluronic acid for

lips

Q4 2014

Product

Launch

Est Peak Sales

($MM)

Product

Launch

Est. peak sales

($MM)

Botox (Crow’s

Feet)

Launched

50-100

Latisse EU

2015

200

Latisse (Brow)

2017

Launch Products

Phase III

Aesthetics pipeline

23

Source: analyst estimates for Allergan, Valeant management estimates

Valeant Emerging Market portfolio

Diversified geographic mix including Poland, Russia & CIS, Turkey, China,

Brazil, Mexico, Indonesia, South Africa, Vietnam, and Middle East

Extensive experience selling branded generics, OTCs, and innovative

products

Tailored local market strategies

Sales forces with strong physician and pharmacy relationships

Augment selling efforts with direct to consumer advertising

Branded generic products are equivalent to US Healthcare OTCs (i.e., Advil

vs. Perrigo Ibuprofen)

Recommended by physicians & largely cash-pay

Typically 10-20% premium over pure generics

Products targeting the growing middle class

Doctors recommend and patients make brand decisions based on

perceptions of quality, value, and brand loyalty

No patent cliffs, launching 300+ branded generic products per year

across markets

24

Valeant leading local brands in emerging markets

Leading flu & virus medication in Russia

~$40M in 2013 revenue with ~10%+ growth

Beta-blocker to treat hypertension & angina in Poland

~$30M in 2013 revenue with 5% growth

Vitamin B injection, injected at doctor/pharmacy in Mexico

~$45M in 2013 revenue with 10%+ growth

#1 Brazilian sports nutrition line

~$60M in 2013 revenue with 20%+ growth

Leading line of aesthetic contact lenses in Asia

~$40M in 2013 revenue with 30%+ growth

Leading weight loss product in SE Asia & South Africa

~$14M in 2013 revenue with 15%+ growth

25

Opportunity to apply Valeant emerging market success

to Allergan

26

Distributor of Botox in Poland for Allergan 

from 2005-2008

Drove significant Y/Y growth: topline 60%,

volume 40%

Gained over 70% market share in aesthetics

Post V growth slowed to single digit CAGR

over the next 4 years

Built leading

brand position,

growing both

product sales and

overall market

sales

Leveraged

existing sales

infrastructure and

physician

relationships

Developed local

commercial plan:

engaging local

KOLs, physicians

and consumers

Current distributor of Dysport in Serbia for

Ipsen

#1 sales position in toxin market (Botox #2)

Continuing to grow overall market and 

product sales (20% growth 2013 over 2012)

Distributor of Aloxi in Croatia for Eisai

Captured 30% market-share by year 2, 50%

market-share by year 4

Doubled overall market from launch to year 4

Valeant’s Emerging Market Success will Drive Growth

~950

~850

2011

+11%

p.a.

2013

~1,050

2012

~980

~670

~2,500-2,700

+55%

p.a.

2014

2013

~1,480

2012

2011

Valeant Emerging Market Growth

Allergan Emerging Market Growth

Growth USD

12%

11%

46%

51%

Revenue ($M) (includes acquisitions)

Revenue ($M) (includes acquisitions)

27

76%

Source for Allergan: 2013 annual report

Expectation to drive significant revenue synergies with Valeant commercial footprint

Valeant + Allergan a leading portfolio in Consumer

Healthcare

28

Leading eye health

portfolio

Strong dermatology

portfolio

Global portfolio of

local brands

•

5-year market

growth CAGR of

6-7% vs. 3%-4%

for overall

pharma market

•

Accelerate

Allergan’s

Refresh growth

by leveraging

Valeant’s top 15

consumer

infrastructure

Valeant Products

Allergan Products

Source: IMS, EvaluatePharma

Valeant + Allergan a leading portfolio in Dental

29

Anti-infective and

tissue regeneration

Fast professional

whitening option

Fast-acting lidocaine

•

5-year market

growth CAGR of

6-7% vs. 3%-4%

for overall

pharma market

•

Largest Rx sales

force and

presence

•

Significant

opportunity to

add products

•

Significant

aesthetics

opportunity

Source: IMS

What is a durable healthcare product?

Products with similar characteristics to branded consumer products

Established brand names with brand equity

Lack of reliance on patent or regulatory exclusivity

Physicians or patients are making the purchasing decision

Mostly cash or 3   party commercial pay

Within consumer goods, healthcare OTCs offer the most attractive

margins

Included product categories

Physician-dispensed products (e.g., aesthetics, IOLs, contact lenses,

dental products)

Consumer products (e.g., Biotrue, Renu)

Emerging market branded generics, OTCs, and innovative products

(e.g., Bedoyceta, Bioscard, Monopril)

Off-patent brands & generic drugs (e.g., Virazole)

30

rd

85% of Valeant products are durable

31

Total 2014E

8.5

1.3

On-Patent

Rx Pharma

Off-Patent

Rx Brands

1.7

Emerging

Markets

3.1

Consumer

Products

1.0

Physician

Dispensed

1.5

Revenue ($B)

Non durable

Durable

Source: Valeant management estimates

Attractive Mix of Durable Products

Durable product portfolio

Durable

Valeant = $8.5B

Allergan = $6.9B

Non-Durable

32

Combined company

Non-Durable

Durable

15%

60%

40%

Durable

Non-Durable

74%

26%

PF = $15.4B

Source: Valeant management estimates

85%

Attractive Payor Mix

Manageable government pay

Cash/Privately

Reimbursed

25%

Government

Reimbursed

75%

Valeant = $8.5B

35%

65%

Allergan = $6.9B

Government

Reimbursed

Cash/Privately

Reimbursed

33

Combined company

Cash/Privately

Reimbursed

Government

Reimbursed

70%

30%

PF = $15.4B

Source: 2013 annual reports and Valeant management estimates   

Dr. Ari Kellen

Executive Vice President and Company Group Chairman

34

Respective R&D portfolios

Valeant

Allergan

Upcoming US

launches

Number of launches

Peak sales potential

19

$1.3-2.3B

3

$350-500M

Late-stage pipeline

Number of projects

Peak sales potential

7

$1.5-3.5B

6

$500-750M

R&D spend

Expected 2014

$250M -

$300M*

$1.1B

35

Source for Allergan: analyst estimates

*2014 exit run-rate of $200M

Valeant US Launch Products (1/2) –

derm and aesthetics

Product

Category

Description

Expected launch date

Est. peak sales ($M)

Bensal HP®

Derm

Dermatitis, wound

healing

Re-launched

25-75

Luzu®

Derm

Topical antifungal for

athlete’s foot

Launched

50-75

Neotensil™

Aesthetics

Topical product for

under-eye bags

Launched

80-100

Obagi360™

System

Aesthetics

Skincare kit for women in

their 30’s

Launched

10-30

Retin-A Micro®

.08%

Derm

Topical treatment for

acne

Jun-14

20-30

Jublia®

Derm

Topical antifungal for

onychomycosis

Q3 2014 (pending FDA

approval)

300-800

Ideal Implants

Aesthetics

Breast implant

Q3 2014

25-75

Hyaluronic acid for lips

Aesthetics

Small particle filler

Q4 2014

20-30

Onexton™

Derm

Topical treatment for

acne

Q4 2014

50-75

36

Source: Valeant management estimates

Valeant US Launch Products (2/2) –

eye health,

consumer, and oral health

Product

Category

Description

Expected launch date

Est. peak sales ($M)

enVista™

inserter (lens)

Eye Health

Further enhancements

Launched

40-50

PureVision

Presbyopia

Eye Health

Daily contact lens

Launched 

20-30

Victus™

enhancements

Eye Health

Multiple enhancements

Lens fragmentation

2H 2014

100-200

Ultra

™

Eye Health

Silicone hydrogel

monthly lens

Launched

300-400

BioTrue®

multifocal

Eye Health

Daily contact lens

May-14

60-80

Trulign™

expanded

ranges (lens)

Eye Health

Broader range of powers

Q2 2014

40-60

CeraVe®

baby line  

Consumer

OTC moisturizer

Launched

15-20

Peroxiclear™

Consumer

Peroxide based contact

lens solution

Launched

50-70

Ossix®

Plus

Oral Health

Dental membrane

Launched

10-20

Onset®

Oral Health

Dental analgesic

Launched

40-50

Total

$1,255M-2,270M

37

Source: Valeant management estimates

2 for

Allergan Launch Products

Product

Category

Description

Expected launch date

Est. peak sales ($M)

Ozurdex

Eye Health

DME

Expected 2014

100-150

Levadex

Neurology

Migraine

Late 2014/2015

200-250

Botox

Derm/Aesthetics

Crow’s Feet

Launched

50-100

Total

$350M-500M

38

Source: analyst estimates

Valeant Phase III portfolio

Product

Category

Description

Expected launch year

Estimated peak sales

($M)

Brimonidine

Eye Health

Eye Whitening OTC

2016

300-400

Latanoprostene bunod

Eye Health

Glaucoma

2016

400-1000

MIM-D3

Eye Health

Dry Eye

2017

400-1000

Ultra Multi Focal, Toric,

and Plus Powers

Eye Health

Contact Lens

2015/2016

50-100

IDP-118

Derm

Psoriasis

2017

200-300

Emervel

Aesthetics

Fine lines and wrinkles

2015

100-200

Emerade

Allergy

Anaphylaxis

2016

100-500

Total

$1,550M-3,500M

39

Source: Valeant management estimates

Allergan Phase III portfolio

Product

Category

Description

Expected launch year

Estimated peak sales

($M)

Restasis EU

Eye Health

EU Approval

2015

100-200

Botox

Neurology

Juvenile Cerebral Palsy

2015/2016

100

SER-120

Urology

Nocturia

2016

50-150

Aczone X

Derm/Aesthetics

Acne

2016

50-100

Latisse EU

Derm/Aesthetics

Eye lash

2015

100

Latisse

Derm/Aesthetics

Brow

2017

100

Total

$500M-$750M

40

Source: analyst estimates

Our observations on Allergan R&D

~80%+ of Allergan current revenue was sourced externally and ~50% was

originally sourced prior to 1998

Based on our project-by-project estimates (verified by 3   party consultants),

bringing Allergan line extensions and lower-risk development  (since 1998)

to market would have cost ~$2B (approx. $125M per year) under the

Valeant model

Over this time period, Allergan spent $9.5B, including on higher-risk

programs

Allergan R&D track record includes ~35 failures over this same time frame

The industry track-record on R&D over the past two decades is also not

impressive

41

Source: annual reports

rd

Despite $9.5B in Allergan company’s R&D since 1998,

~80% of 2013 revenue is externally acquired

Product

Launch Date

2013 Sales

($M)

Origin

Botox

1989

~1,990

Purchased in 1987 from physician originator,

developed as a treatment for Strabismus

Alphagan

1996

~220

Acquired from Pfizer

Tazorac

1997

~90

Developed in house

Juvederm

2000

~300

Acquired in Inamed purchase in 2005

Lumigan

2001

~630

Developed in house

Restasis

2002

~940

UGA in 1993; subsequently co-licensed, co-

developed, and co-marketed with Inspire

Pharmaceuticals

Aczone

2005

~140

Bought from QLT in 2008

Combigan

2007

~250

Combination product leveraging Alphagan

Latisse

2008

~100

Fortunate side effect of existing product (Lumigan)

Breast implants

NA

~420

Acquired in Inamed purchase in 2005

Other dermal fillers

NA

~140

Acquired in Inamed purchase in 2005

SkinMedica

NA

~80

Acquired in SkinMedica purchase in 2012

Source: annual reports, FDA, EvaluatePharma, press searches

42

Opportunity to deliver same R&D output at lower cost

Cumulative Allergan

R&D spend since 1998

$9.5B

~$2.0B

Estimated cost of

delivering line extensions

and lower-risk products

under Valeant model

Examples

43

Source:

annual

reports,

Valeant

management estimates,

3  

party consultant estimates

~10 Botox indications

Restasis

Combigan

Latisse

Tazorac

rd       

Allergan has had at least 35 R&D failures since 1998

44

Source: EvaluatePharma

5

11

3

10

6

Pre-Clinical

Phase II

Research project

Phase III

Phase I

Abandoned / Suspended R&D Projects by Phase

•

Ophthalmic RNAi

•

Retinoic Acid Metabolism

•

AGN / NRX 194310

•

AGN 197075

•

AGN 199981

•

PS388023

•

AGN –

207281

•

AGN 195795

•

AGN 201781

•

AGN 210669

•

AGN 210676

•

AGN818

•

NRX 195183

•

Sima-027 (AGN 745)

Examples

Source: “Diagnosing the decline in pharmaceutical R&D efficiency”, Jack W. Scannell, Alex Blanckley, Helen Boldon & Brian Warrington, Nature Reviews Drug

Discovery 11, 191-200 (March 2012); Allergan 10Ks, annual reports

Industry R&D productivity vs. Allergan spending

1000

100

10

1.0

0.1

2010

2000

1990

1980

1970

1960

1950

Overall trend in R&D efficiency

Allergan R&D spend trend ($B)

1.5

15E17E

1.2

2010

0.8

1.1

05

0.4

0.8

2000

0.2

95

0.1

1990

0.1

13

1.0

45

Howard Schiller

Executive Vice President and Chief Financial Officer

46

Operating model differences (1/2)

47

Valeant

Allergan

Benefits of Valeant

model

Commercial

Direct customer-

facing promotion

(70% total

headcount)

Heavy investment in

marketing

Clear ROI and

value of dollars

spent

Organization

Decentralized,

local, 

empowered

business owners

Rapid-decision

making at

local/customer

level

Centralized, global

& regional

organizations

Heavy corporate

focus and spend

“Gold-plated”

approach

Quicker, better-

informed decisions

made close to the

customer

Small, lean and

focused corporate

center

Operating model differences (2/2)

48

Valeant

Allergan

Benefits of Valeant

model

Capital

Allocation

Low risk, in-line

and late-stage

assets

Strict price

discipline

Higher-risk, earlier-

stage assets

Less sensitive to

price paid

Higher returns on

capital and faster

paybacks

Easier to

understand success

and track record

R&D

Low-risk, late-

stage projects

(line-extensions)

2-3% of revenue

Early-stage, risky

programs (limited

success)

Similar emphasis on

line-extensions but

at ~4-5x the cost

Low-risk

investments

(eliminates risky

early stage

research)

Focus on outputs

Valeant focuses on selling over marketing

Over 70% of non-manufacturing

employees in sales-based roles (# of

reps)

North America: 1,700

Asia: 1,900

Europe: 2,300

LATAM: 800

Major sales forces (# of reps):

US Eye Health: 700

Russia/CIS: 660

China: 640

Mexico: 550

Poland: 400

US Aesthetics: 340

Canada: 238

US Derm: 200

Dental: 150

•

Investment in sales

professionals to drive long-

term relationships & create

brand equity with medical

stakeholders

•

Lower emphasis on Rx

marketing due to industry

dynamics:

•

Narrow option on

marketing messaging

(e.g., on label)

•

Strict regulatory and

compliance requirements

•

Different focus & commercial

model for consumer products

•

Detail to physicians for

professional

recommendation

•

Supplement with high-ROI

DTC campaigns (e.g.,

Occuvite TV ads)

49

Recent Investments in field force to drive organic growth

US Aesthetics

340 reps in 2014 up from 49 reps in 2012

Dental

150 reps in 2014 up from 100 reps in 2013

Russia/CIS

660 reps in 2014 up from 500 reps in 2013

Poland

400 reps in 2014 up from 360 reps in 2012

Philippines

85 reps in 2014 up from 49 reps in 2012

50

Contents

Financial Rationale

Strategic Rationale

Synergy Overview

Potential Social Issues

Antitrust, Due Diligence & Contract

Pershing Square Involvement

Valeant 2014 Outlook

Next Steps

51

Overview of combined company cost synergies

Annual

cost

synergy opportunity of $2.7 billion +

tax +

revenue synergy

52

Value

Source of Synergy

SG&A Synergies

~$1,800 million

Rationalize US & Corporate HQ

Eliminate regional HQ

Decentralize organization by eliminating unnecessary global functions

Reduce duplicate external spend

Align to Valeant advertising and promotion model and spend

Maintain strong field force presence

R&D Cost

Synergy

~$900 million

Apply Valeant approach to on

going R&D

Focus on output not input

Target low

-risk projects

Continue high-probability programs such as line extensions

Continue to in-license late stage/launch products (e.g. Emerade,

Neotensil, Luzu)

Rationalize core R+D infrastructure

Tax Synergy

Combined high single-digit

tax rate

Revenue Synergy

Acceleration of Allergan in emerging

markets

Acceleration of Allergan OTC

Acceleration of Valeant Aesthetic assets ex-US

Additional product growth opportunities

Synergy breakdown

2014 Combined Cost

($M)

Synergies

($M)

% Reduction

SG&A

~$4,500

~$1,800

40%

R&D

~$1,300

~$900

69%

Manufacturing

(COGS)

~$3,200

$0

0%

Total

~$9,000

$2,700

30%

Note: Each company may categorize costs differently

53

One-time cost of synergies is assumed to be 40% or

~$1.1B, not including transaction fees and expenses

Source for Allergan: analyst estimates

Contents

Financial Rationale

Strategic Rationale

Synergy Overview

Potential Social Issues

Antitrust, Due Diligence & Contract

Pershing Square involvement

Valeant 2014 Outlook

Next steps

54

Flexible and willing to discuss any social issues

Flexible on all social issues

Board composition

Senior management team

US HQ location

Company name

Shareholder value is our primary consideration

55

Contents

Financial Rationale

Strategic Rationale

Synergy Overview

Potential Social Issues

Antitrust, Due Diligence & Contract

Pershing Square Involvement

Valeant 2014 Outlook

Next Steps

56

Antitrust, Due Diligence, and Contract

Antitrust

Antitrust

overlap

analysis

performed

by

Skadden

Arps,

Sullivan

&

Cromwell,

and

Osler, Hoskin & Harcourt (Canadian counsel)

Identified areas of overlap

No overlap areas material to transaction

Willing to accept all antitrust risk

Dysport and Restylane/Perlane identified as key potential divestitures

Status: Engaged in active discussions with multiple parties regarding

divestitures

Timing: Deal expected pre-closing

Due diligence

We know the businesses well due to overlapping business segments

Conducted significant outside-in market research and due diligence

Conducted public company legal and corporate due diligence

Merger contract

Provided merger contract to Allergan and publicly filed

Fair and reasonable deal protection provisions (e.g., break-up fee)

Standard public company closing conditions

57

Contents

Financial Rationale

Strategic Rationale

Synergy Overview

Potential Social Issues

Antitrust, Due Diligence & Contract

Pershing Square Involvement

Valeant 2014 Outlook

Next Steps

58

Pershing Square: Allergan’s largest shareholder

supporting deal

Pershing Square with 9.7% stake in Allergan

Will elect to take all stock in the transaction

Pershing Square has done extensive due diligence on

Valeant and is committed to the deal

Committed to be a significant long-term shareholder

of combined company

59

Contents

Financial Rationale

Strategic Rationale

Synergy Overview

Potential Social Issues

Antitrust, Due Diligence & Contract

Pershing Square Involvement

Valeant 2014 Outlook

Next Steps

60

Guidance Update

Q1 expectations:

Continued strong performance

Cash EPS expected to meet/beat analyst consensus

Negative FX impact vs. budget of $20M+ in top-line

revenue and ~$0.04 in Cash EPS

Full year guidance

We are updating guidance based on performance to date

and expectations for the remainder of the year including

PreCision close

Cash EPS increased to: $8.55-$8.80, from: $8.25-$8.75

Revenue

increased

to:

$8.3B-$8.7B,

from

$8.2B

-

$8.6B

Cash flow from operations increased to: $2.7B –

$2.8B,

from $2.4B -

$2.6B

Negative FX impact vs. budget of ~60M in revenue and 

~$0.15 in Cash EPS based on current rates

61

Source for analyst consensus: Thompson/First Call

Contents

Financial Rationale

Strategic Rationale

Synergy Overview

Potential Social Issues

Antitrust, Due Diligence & Contract

Pershing Square Involvement

Valeant 2014 Outlook

Next Steps

62

Next Steps

We would expect to engage in discussion with the

company to negotiate the transaction

We intend to meet with shareholders from both Valeant &

Allergan

We encourage Allergan shareholders to communicate

views to both Valeant and Allergan management

63

Why the transaction is compelling for Allergan

shareholders

Compelling premium and expected long-term returns through continued ownership

Each Allergan share receives: $48.30 in cash + 0.83 Valeant shares

43% ownership

Continued high single-digit organic growth

$2.7B+ in annual cost synergies + additional revenue synergies

High single-digit tax rate

Yearly $0.20 per share dividend expected

19 US launches in 2014 with estimated peak sales potential:$1.6B-2.8B

Shareholder friendly capital allocation: accretive business development, debt reduction, and

share buybacks

Diversification

Greater portfolio diversification with increased durability

Reduced reliance on blockbuster patents

Low risk R&D

Focus on output vs. input

Development of line extensions and reformulations

Strong late-stage pipeline with estimated peak sales potential of $2.0B-3.2B

High-return approach to business development

Strong track record of high-return business development

Target 20%+ IRRs at statutory tax rates and quick payback periods

Multi-billion dollars per year in free cash flow to deploy

64

Valeant + Allergan –

strategically compelling transaction

Unrivaled portfolio in Ophthalmology, Dermatology, and Aesthetics

Great for patients & physicians around the world

High single-digit organic growth rate for foreseeable future

25%-30% pro forma 2014* Cash EPS accretion, year 2 and beyond expected 15-20%+ Cash

EPS growth depending on deployment of free cash flow

$2.7B+ in annual operating cost synergies, not including significant revenue synergies

~80% in first 6 months with the remaining ~20% in the following 12 months

Maintaining $300M+ in annual R&D spend to complete high-probability projects

High single-digit tax rate for combined company in addition to cost synergies

Pershing Square is Allergan’s largest shareholder with a 9.7% stake, supporting the

transaction and will elect for 100% stock

Delivered merger agreement, no antitrust uncertainty, committed financing for $15.5B

Flexible with any and all social issues

Valeant

1

st

quarter

Cash

EPS

will

meet/beat

analyst

consensus

expectations, outlook for

rest of year strong, raising Cash EPS guidance from $8.25-$8.75 to $8.55-$8.80, despite

negative FX headwinds of ~$0.15 Cash EPS since budget

65

*

Assumes

January

1

2014

close

with

full

synergies

day

1

Source for analyst consensus: Thompson/First Call

st