8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): September 25, 2014 (September 23, 2014)

Valeant Pharmaceuticals International, Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	001-14956	98-0448205
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2150 St. Elzéar Blvd. West,

Laval, Quebec

Canada H7L 4A8

(Address of principal executive offices)(Zip Code)

514-744-6792

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2014, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”) of Valeant Pharmaceuticals International, Inc. (the “Company”), the Board increased the size of the Board from ten to eleven members and appointed Jeffrey W. Ubben a director of the Board. Mr. Ubben’s term as director will commence effective October 1, 2014 and his current term as director will expire at the Company’s 2015 annual shareholder meeting or upon his prior death or resignation, retirement or removal from the Board, whichever is earliest.

Mr. Ubben is a Founder, Chief Executive Officer and the Chief Investment Officer of ValueAct Capital. Prior to founding ValueAct Capital in 2000, Mr. Ubben was a Managing Partner at Blum Capital Partners for more than five years. Mr. Ubben is a director of Willis Group Holdings plc, a former chairman and director of Martha Stewart Living Omnimedia, Inc., and a former director of Acxiom Corp., Catalina Marketing Corp., Gartner Group, Inc., Insurance Auto Auctions, Inc., Mentor Corporation, Omnicare, Inc., Misys, plc, Per-Se Technologies, Inc., Sara Lee Corp. and several other public and private companies. In addition, Mr. Ubben serves as chairman of the national board of the Posse Foundation, is on the board of trustees of Northwestern University, and is also on the board of the American Conservatory Theater. Mr. Ubben has a B.A. from Duke University and an M.B.A. from the J. L. Kellogg Graduate School of Management at Northwestern University.

There are no arrangements or understandings between Mr. Ubben and any other persons pursuant to which Mr. Ubben was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Mr. Ubben that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Ubben has not yet been named to any committees of the Board and, as of the date hereof, it has not been determined which committees of the Board, if any, Mr. Ubben will be named to.

A copy of the press release, dated September 25, 2014, announcing the appointment of Mr. Ubben to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

Information on an additional person who may be a participant in any solicitation of proxies in respect of any Valeant proposal of a business combination with Allergan, Inc. is attached as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release announcing the appointment of Mr. Ubben to the Board of Directors, dated September 25, 2014.
99.2	Information on an additional person who may be a participant in the solicitation of proxies.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
By:	/s/ Robert R. Chai-Onn
Name:	Robert R. Chai-Onn
Title:	Executive Vice President, General Counsel and Chief Legal Officer, Head of Corporate and Business Development

Date: September 25, 2014

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release announcing the appointment of Mr. Ubben to the Board of Directors, dated September 25, 2014.
99.2	Information on an additional person who may be a participant in the solicitation of proxies.

EX-99.1

Exhibit 99.1

International Headquarters

2150 St. Elzéar Blvd. West

Laval, Quebec H7L 4A8

Phone: 514.744.6792

Fax: 514.744.6272

Contact Information:
Valeant Pharmaceuticals:
Investors:	Media:
Laurie W. Little	Renee E. Soto/Meghan Gavigan
Valeant Pharmaceuticals International, Inc.	Sard Verbinnen & Co.
949-461-6002	212-687-8080
laurie.little@valeant.com	rsoto@sardverb.com / mgavigan@sardverb.com

JEFFREY W. UBBEN, CEO OF VALUEACT CAPITAL, APPOINTED TO THE BOARD OF VALEANT PHARMACEUTICALS

LAVAL, Quebec, September 25, 2014 — Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) today announced that its Board of Directors has appointed Jeffrey W. Ubben, Founder, Chief Executive Officer, and the Chief Investment Officer of ValueAct Capital, as a director of the Board, effective as of October 1, 2014.

Mr. Ubben is a Founder, Chief Executive Officer and the Chief Investment Officer of ValueAct Capital. Prior to founding ValueAct Capital in 2000, Mr. Ubben was a Managing Partner at Blum Capital Partners for more than five years. Mr. Ubben is a director of Willis Group Holdings plc, a former chairman and director of Martha Stewart Living Omnimedia, Inc., and a former director of Acxiom Corp., Catalina Marketing Corp., Gartner Group, Inc., Insurance Auto Auctions, Inc., Mentor Corporation, Omnicare, Inc., Misys, plc, Per-Se Technologies, Inc., Sara Lee Corp. and several other public and private companies. In addition, Mr. Ubben serves as chairman of the national board of the Posse Foundation, is on the board of trustees of Northwestern University, and is also on the board of the American Conservatory Theater. Mr. Ubben has a B.A. from Duke University and an M.B.A. from the J. L. Kellogg Graduate School of Management at Northwestern University.

“ValueAct is delighted to once again be a part of the Valeant Board of Directors,” stated Jeffrey W. Ubben, chief executive officer of ValueAct Capital. “Valeant has been an important component to ValueAct’s success over the past seven years and we strongly believe in Valeant’s business model and strategy. Valeant has become significantly undervalued on a standalone basis due to recent unjustified attacks on the company. We are strongly supportive of the Allergan-Valeant combination in light of their perfect strategic fit and the potential to create enormous shareholder value for both companies. ValueAct has not reduced its position in Valeant since leaving the Board in May and we expect to increase our already substantial position in Valeant. I look forward to working with Mike and the Board of Directors to help secure the Allergan transaction and then continuing to serve on the Board to deliver long-term value to all shareholders.”

“It is a privilege and an honor to have Jeff, as ValueAct’s most senior partner and the chief executive officer of ValueAct, join our Board,” stated J. Michael Pearson, chairman and chief executive officer of Valeant. “Jeff believes in Valeant’s long-term potential and his expertise and counsel as a committed, long-term Valeant shareholder will be invaluable to me personally, as well as to the entire Board, as we continue to execute on our strategy to become a leading pharmaceutical company. It is incredibly valuable to have such a highly respected firm such as ValueAct, whose focus is on long-term value creation, to be completely aligned with us as we execute our strategy.”

About Valeant Pharmaceuticals International, Inc.

Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, eye health, neurology and branded generics. More information about Valeant can be found at www.valeant.com.

Forward-looking Statements

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’s offer to acquire 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 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:

• the ultimate outcome of the offer and the second-step merger, including the ultimate removal or the failure to render inapplicable the obstacles to consummation of the offer and the second-step merger described in the offer to exchange;

• 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 proposed combination of Valeant and Allergan, including the combined company’s future financial condition, operating results, strategy and plans;

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

• the ability to obtain regulatory approvals and meet other conditions to the offer, including the necessary stockholder approval, on a timely basis;

• Valeant’s 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.

ADDITIONAL INFORMATION

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to the exchange offer which Valeant has made to Allergan stockholders. The exchange offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to exchange, the letter of election and transmittal and other related offer materials) and a registration statement on Form S-4 filed by Valeant with the SEC on June 18, 2014 and with the CSA, as each may be amended from time to time. These materials contain important information, including the terms and conditions of the offer. In addition, Valeant has filed a preliminary proxy statement with the SEC on June 24, 2014, as may be amended from time to time, Pershing Square Capital Management, L.P. (“Pershing Square”) has filed a definitive proxy statement with the SEC on September 24, 2014, and Valeant and Pershing Square (and, if a negotiated transaction is agreed, Allergan) may file one or more additional proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, prospectus or other document Valeant, Pershing Square and/or Allergan have filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF VALEANT AND ALLERGAN ARE URGED TO READ THE TENDER OFFER STATEMENT, REGISTRATION STATEMENT, AND ANY 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 may obtain free copies of the tender offer statement, the registration statement and other documents (if and when available) filed with the SEC by Valeant and/or Pershing Square through the web site maintained by the SEC at http://www.sec.gov.

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 materials in respect of Allergan filed with the SEC by Valeant on April 21, 2014, May 28, 2014 and September 25, 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.

###

EX-99.2

Exhibit 99.2

ADDITIONAL PERSON WHO MAY BE A PARTICIPANT IN THE SOLICITATION OF PROXIES

In addition to the persons listed in the additional definitive proxy soliciting material filed with the Securities and Exchange Commission (“SEC”) by Valeant Pharmaceuticals International, Inc. (“Valeant”) on April 21, 2014, with the heading “PERSONS WHO MAY BE PARTICIPANTS IN THE SOLICITATION OF PROXIES” and on May 28, 2014, with the heading “ADDITIONAL PERSONS WHO MAY BE PARTICIPANTS IN THE SOLICITATION OF PROXIES,” Jeffrey W. Ubben may be deemed a “participant” under SEC rules in any solicitation of Allergan, Inc. (“Allergan”) or Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan.

To Valeant’s knowledge, except as set forth in the table below, Mr. Ubben has no direct or indirect interest, by security holdings or otherwise, in Allergan or Valeant or the matters to be acted upon, if any, in connection with a potential Valeant-Allergan business combination.

Name	Shares of Valeant Common Stock	Valeant Restricted Stock Units (2)	Valeant Performance Share Units	Valeant Options	Allergan Common Stock
Jeffrey W. Ubben (1)	18,923,877	5,022	0	0	0

(1) These Shares of Valeant Common Stock and Valeant Restricted Stock Units are owned directly by ValueAct Capital Master Fund, L.P. and ValueAct Co-Invest Master Fund, L.P. and may be deemed to be beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P. and ValueAct Co-Invest Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. and ValueAct Co-Invest Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC, and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Jeffrey W. Ubben is Founder, Chief Executive Officer and Chief Investment Officer of ValueAct Capital and disclaims beneficial ownership of these shares and restricted stock units, except to the extent of his pecuniary interest therein.

(2) These Restricted Stock Units (owned by ValueAct Capital Master Fund, L.P.) were obtained directly from Valeant as compensation for service on Valeant’s Board of Directors and held by principals of ValueAct Capital Master Fund, L.P. who previously served on Valeant’s Board of Directors. In accordance with the policies of ValueAct Capital Master Fund, L.P., those individuals hold such Restricted Stock Units for the benefit of ValueAct Capital Master Fund, L.P. and disclaim beneficial ownership of the restricted stock units.