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 ANNOUNCES FINAL EXTENSION OF INAMED EXCHANGE OFFER AND AMENDMENT TO MERGER AGREEMENT
IRVINE, Calif., March 13, 2006 - - Allergan, Inc. (NYSE: AGN) today announced that it is extending
the expiration date of its exchange offer for all outstanding shares of common stock of Inamed
Corporation (NASDAQ: IMDC). All conditions to the completion of the exchange offer currently are
satisfied. However, Allergan is extending the offer pursuant to its one-time right under its
merger agreement with Inamed to extend the offer for up to five business days to seek valid tenders
representing at least 90% of the outstanding Inamed common stock so that it can complete the
acquisition through a short-form merger under Delaware law.
The
exchange offer now will expire at 11:59 p.m. Eastern Time on Friday, March 17, 2006. The
exchange offer previously was scheduled to expire at 6:00 p.m. Eastern Time on Friday, March 10,
2006, at which time 30,594,622 shares, representing approximately 82.9%, of Inameds outstanding
common stock had been tendered.
Assuming
all conditions to the exchange offer remain satisfied when the offer
expires at 11:59 p.m. Eastern Time on Friday, March 17, 2006, Allergan will have no further extension rights and
will promptly complete the exchange offer. Allergan will publicly announce the results of the
exchange offer upon completion.
Allergan also announced that the respective Boards of Directors of Allergan, Inamed and Banner
Acquisition, Inc., Allergans wholly owned subsidiary, approved an amendment to their merger
agreement. The amendment provides that Inamed stockholders who tender shares in the exchange offer
and do not make a valid election of consideration, and Inamed stockholders whose shares are
cancelled in the subsequent merger who do not make a valid election of consideration, will be
deemed to have elected to receive Allergan common stock in exchange for their Inamed shares.
The amendment was entered into in an effort to treat fairly those Inamed stockholders who do not
make valid elections in the exchange offer and the merger. Due to the increase in the trading
price of Allergan common stock since Allergan first announced the exchange offer, there currently
is a significant difference between the $84 in cash payable per Inamed share and the implied value
of 0.8498 shares of Allergan common stock issuable per Inamed share in the exchange offer and the
merger. Prior to this amendment, non-electing Inamed stockholders
likely would have received the
currently lower value of $84 in cash per Inamed share. As a result of this amendment, Inamed
stockholders who desire to receive cash for their Inamed shares either in the exchange offer or the
subsequent merger must now affirmatively elect to receive cash. No other terms of the merger
agreement were amended.
We are pleased with the initial response to our exchange offer from Inameds stockholders, and are
extending the offer for a short period to facilitate a prompt completion of the acquisition through
a short-form merger under Delaware law, said David E.I. Pyott, Allergans Chairman of the Board
and Chief Executive Officer. We encourage all Inamed stockholders who have not yet tendered their
shares to do so promptly, and look forward to completing the acquisition and implementing our
integration plan.
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 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.
To learn more about Allergans exchange offer for Inamed and the details of the transaction, please
go to the Allergan website www.Allergan.com.
Forward-Looking Statements
This press release contains forward-looking statements, including, among other statements,
statements regarding the 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; governmental laws and
regulations affecting domestic and foreign operations; publicity concerning the safety of our
products; and changes in accounting standards or tax rates. Risks and uncertainties relating to
the Inamed acquisition include 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. 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, as amended
or supplemented from time to time, 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
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212-929-5500 or 800-322-2885 |
Allergan Investor Relations
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714-246-4636 |
Allergan Media Relations
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714-246-5134 |
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