Filed by Allergan, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Inamed Corporation
Registration No. 333-129871
ALLERGAN RECEIVES FINAL REGULATORY APPROVALS FROM GERMANY AND SPAIN
IRVINE,
Calif., January 16, 2006 - - Allergan, Inc. (NYSE: AGN) today announced that it has
received final approval from the antitrust authorities in Germany and Spain in connection with its
exchange offer for all outstanding shares of common stock of Inamed Corporation (NASDAQ: IMDC).
The antitrust clearances in Germany and Spain are the only antitrust approvals required outside of
the United States.
Allergan and Inamed are continuing to work with the Federal Trade Commission staff to complete
Inameds divestiture of its license to Reloxin®. Such divestiture is being discussed to
facilitate the antitrust approval of Allergans acquisition of Inamed in the United States, which
is the only remaining antitrust clearance required to complete the acquisition.
In the exchange offer, Allergan is offering to exchange for each outstanding share of Inamed common
stock, either $84 in cash or 0.8498 of a share of Allergan common stock, at the election of the
holder. Elections of Inamed stockholders are subject to proration as described in Allergans Form
S-4 registration statement initially filed with the Securities and Exchange Commission (SEC) on
November 21, 2005 and subsequently amended, so that 45% of the aggregate Inamed shares tendered
will be exchanged for cash and 55% of the aggregate Inamed shares tendered will be exchanged for
shares of Allergan common stock.
The exchange offer is scheduled to expire at 5:00 p.m. Eastern Time on Tuesday, January 24, 2006.
We are pleased to have cleared all antitrust hurdles outside of the United States, said
David E.I. Pyott, Allergans Chairman of the Board, President and Chief Executive Officer. We
continue to make good progress in our liaison with the U.S. regulatory authorities and anticipate
receiving clearance from the Federal Trade Commission in the near future so that we may consummate
the acquisition.
Allergan intends to publicly announce the completion of the U.S. antitrust review and to allow at
least three business days after announcing the receipt of U.S. antitrust approval before completing
the exchange offer.
To learn more about Allergans proposed offer for Inamed and the details of the transaction, please
go to the Allergan website www.Allergan.com.
About Allergan, Inc.
Allergan, Inc., with headquarters in Irvine, California, is a technology-driven, global health care
company providing specialty pharmaceutical products worldwide. Allergan develops and commercializes
products in the ophthalmology, neurosciences, medical dermatology, medical aesthetics and other
specialty markets that deliver value to its customers, satisfy unmet medical needs, and improve
patients lives.
Forward-Looking Statements
This press release contains forward-looking statements, including, among other statements,
statements regarding the proposed business combination between Allergan and Inamed. Statements made
in the future tense, and words such as expect, believe, will, may, anticipate and similar
expressions are intended to identify forward-looking statements. These statements are based on
current expectations, but are subject to certain risks and uncertainties, many of which are
difficult to predict and are beyond the control of Allergan. Relevant risks and uncertainties
include those referenced in Allergans filings with the SEC (which can be obtained as described in
Additional Information below), and include: general industry and pharmaceutical market
conditions; general domestic and international economic conditions; technological advances and
patents obtained by competitors; challenges inherent in product marketing such as the
unpredictability of market acceptance for new pharmaceutical and biologic products and/or the
acceptance of new indications for such products; uncertainties regarding analysts and others
projections and estimates for revenues and earnings of Inamed and market growth rates; domestic and
foreign health care reforms; the timing and uncertainty of research and development and regulatory
processes; trends toward managed care and health care cost containment; and governmental laws and
regulations affecting domestic and foreign operations. Risks and uncertainties relating to the
proposed Inamed acquisition include: that required regulatory approvals will not be obtained in a
timely manner, if at all; that the anticipated benefits and synergies of the transaction will not
be realized; that the integration of Inameds operations with Allergan will be materially delayed
or will be more costly or difficult than expected; and that the proposed transaction will not be
consummated. These risks and uncertainties could cause actual results to differ materially from
those expressed in or implied by the forward-looking statements, and therefore should be carefully
considered.
Additional Information
Allergan has filed a Registration Statement on Form S-4 and a Tender Offer Statement on Schedule TO
in connection with the exchange offer. Inamed stockholders should read those filings, and any
other filings made by Allergan with the SEC in connection with the proposed Inamed acquisition, as
they contain important information. These SEC filings, as well as Allergans other public SEC
filings, can be obtained without charge at the SECs website at www.sec.gov, and at Allergans
website at www.Allergan.com.
Contact Information
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Amy Bilbija or Dan Burch, MacKenzie Partners
Allergan Investor Relations
Allergan Media Relations
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212-929-5500 or 800-322-2885
714-246-4636
714-246-5134 |