By Soyoung Kim and Olivia Oran
NEW YORK, June 16 (Reuters) - Morgan Stanley, anadviser to Valeant Pharmaceuticals International Inc inits $53 billion hostile bid for Allergan Inc, initiallytried to get hired by Allergan and in its pitch called theunsolicited bidder a "house of cards", according to Allergan.
The Botox maker released email exchanges with Morgan Stanleybankers on Monday, which reveal the bankers were pitching for adefense assignment from Allergan, offering advice as to how thecompany could successfully defend the unwanted suitor.
"Executives from Morgan Stanley, the investment bankunderstood to have recently been retained by Valeant, have sentemails directly to Allergan's management team that suggest theyshare the concerns of Allergan...," the company said in astatement.
In a May 13 email to Allergan Chief Executive David Pyottand Chief Financial Officer Jeff Edwards, Morgan Stanley'sglobal head of M&A Robert Kindler said the company could be moreaggressive in going after Valeant's business model and the valueof its stock.
David Horn, a managing director at Morgan Stanley'shealthcare group, followed up with an email to Edwards on May18.
"Part of what Rob (Kindler) is suggesting (to Allergan) isto allow him to use his significant relationships with media andanalysts to provide a clear and detailed articulation of whyValeant is a house of cards and your investors should not wantto take their stock," Horn said.
Representatives of Morgan Stanley did not immediatelyrespond to requests for comment, while Allergan declined tocomment. Valeant could not be immediately reached for comment.
Valeant and its ally Pershing Square Capital Management -Allergan's biggest shareholder - have offered to buy Allergan for $53 billion in cash and shares. Allergan has rejected theoffer and refused to negotiate, leading Pershing to move towardreplacing most of Allergan's board at a special meeting.
However, Valeant's Toronto-listed stock has fallen in recentweeks, with Allergan stepping up its attack on the rival'sbusiness model. Shares of Valeant have fallen nearly 7 percentin the last five days, while the S&P 500 has remained flat.
Allergan has argued that Valeant shuns research anddevelopment and relies solely on acquisitions to drive growth, amodel which it calls unsustainable. Allergan has comparedValeant to Tyco, the scandal-plagued company which built itselfup through acquisitions and then collapsed.
Valeant has defended itself, with Ackman arguing that thecompany's business model is more similar to Warren Buffett'sBerkshire Hathaway Inc than to Tyco.
Allergan is working with Goldman Sachs Group and Bankof America Merrill Lynch and legal advisers Latham &Watkins, Richards, Layton & Finger and Wachtell, Lipton, Rosen &Katz.
Valeant, which has been working with Barclays Plc and RBC Capital Markets for the past few months, hasrecently added Morgan Stanley as a financial adviser, peoplefamiliar with the matter said. (Editing by Sofina Mirza-Reid)