Allergan makes bid to buy Inamed

December 15, 2005

Irvine, CA—Allergan Inc. has offered to acquire Inamed Corp. for $1.45 billion cash and 17.9 million shares of Allergan stock to create a global leader in medical aesthetics.

Irvine, CA-Allergan Inc. has offered to acquire Inamed Corp. for $1.45 billion cash and 17.9 million shares of Allergan stock to create a global leader in medical aesthetics.

The offer comes as Inamed, which makes breast implants and the LAP-BAND System for morbid obesity, continues to consider the March 21 offer of about $2.8 billion from Medicis Pharmaceutical Corp. The Securities and Exchange Commission and the Federal Trade Commission are still reviewing that potential deal.

Either deal could create a giant in the cosmetic facial treatment market. Allergan, which makes botulinum toxin type A (Botox Cosmetic), sees a marketing opportunity with Inamed's dermal filler Juvéderm Cross-Linked Hyaluronic Acid, a synthetic collagen used to diminish wrinkles, which has not yet been approved in the United States. Most physicians use a combination of a botulinum toxin type A product and a dermal filler to treat cosmetic facial problems, according to the Associated Press. Inamed has developed its own botulinum toxin type A (Reloxin), which is in clinical trials, and Medicis makes a biodegradable non-animal stabilized hyaluronic acid (Restylane), a dermal filler. Allergan said it would agree to the rapid divestiture of Reloxin to minimize any potential antitrust issues in the acquisition.

David E.I. Pyott, Allergan's chairman, president, and chief executive officer, said his company can "comfortably fund" the cash portion of the offer and no vote would be required for the Allergan stock involved in the transaction.

"As a result, our transaction can be completed in a timely manner with a goal of closing the acquisition in January 2006 and involves no delay in comparison with the proposed merger with Medicis," he said in his letter to Nicholas L. Teti, Inamed's chairman, president, and chief executive officer.