The takeover battle between botox maker Allergan on one side and Valeant Pharmaceuticals and billionaire investor Bill Ackman on the other could be over by Oct. 28.
A federal judge in California set that date for a hearing on a preliminary injunction Allergan has asked for in its insider-trading suit against Valeant and Ackman's Pershing Square hedge fund, its top shareholder.
"You are in armed conflict right now and you're on a racetrack," Judge David Carter said during a Tuesday hearing for expedited discovery in the civil suit.
Allergan sued the pair in August, alleging their unusual partnership violated securities regulations. The two deny the allegations.
As part of that suit, Allergan is seeking an injunction to disqualify Ackman's roughly 9.7 percent stake from counting towards the 25 percent needed to call a special meeting for shareholders to determine the company's fate.
Ackman and Valeant have won the backing of almost 35 percent of shareholders for the meeting to decide whether to replace some of Allergan's board, paving the way for their nearly $50 billion takeover bid.
That means even without Ackman's stake, the pair has cleared the 25 percent threshold despite hurdles imposed by the company's complex corporate bylaws.
In that scenario, Allergan would request those shareholders that voted in favor of the meeting resubmit their requests, Allergan's attorney, Peter Wald of Latham & Watkins, said at the hearing on Tuesday.
That process could bump up against the Dec. 18 special meeting. It could come even sooner as a Delaware court judge indicated the meeting could happen in November, given the lawsuit Ackman and Valeant have filed against Allergan protesting the special meeting bylaws.
If Valeant and Ackman succeed in federal court, the battle won't ever get that far.
They plan to argue that Allergan doesn't have standing to ask for a preliminary injunction in California because it doesn't own Allergan stock.
"Not only is this injunctive relief they're seeking never been granted by any court, there's no court that's ever found that they actually have standing to bring an insider trading case where they don't own the stock," Pershing Square lawyer Mark Holscher of Kirkland and Ellis said.
Meanwhile, the federal judge is girding for the worst.
"I expect warfare in this case. Slash-and-burn," Carter said, even suggesting he hire a mediator called a "special master."
Despite the increasingly ugly battle, the attorneys said they didn't think that was necessary.
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