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 EXTENDS EXPIRATION DATE OF INAMED EXCHANGE OFFER
IRVINE, Calif., February 21, 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).
The exchange offer will now expire at 6:00 p.m. Eastern Time on March 8, 2006, and is being
extended as U.S. antitrust approval of the Inamed acquisition has not yet been received. The
exchange offer previously was scheduled to expire at 5:00 p.m. Eastern Time on Wednesday, February
22, 2006. As of 4:00 p.m. Eastern Time on Tuesday, February 21, 2006, approximately
18,727,874 shares, representing approximately 51%, of Inameds outstanding common stock
had been tendered.
Allergan also announced today that it has delivered to Inamed written notice to extend the
deadline for closing the exchange offer from February 28, 2006, to March 30, 2006, as permitted
under the terms of the merger agreement between Allergan and Inamed.
The U.S. antitrust approval is the only remaining antitrust clearance required to complete the
Inamed acquisition. To facilitate U.S. antitrust approval of the acquisition, Allergan and Inamed
continue to work with the Federal Trade Commission (FTC) to finalize Inameds divestiture of its
Reloxin® license.
We continue to make good progress in our proposed plan for the divestiture of Reloxin®
and are hopeful that the FTC will conclude their review shortly, said David E.I. Pyott, Allergans
Chairman of the Board and Chief Executive Officer.
As previously stated, Allergan intends to promptly announce the results of the U.S. antitrust
review upon completion, and will allow at least three business days after announcing the conclusion
of the review before completing the exchange offer.
In the exchange offer, Allergan is offering to exchange for each outstanding share of common stock
of Inamed Corporation, 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.
To learn more about Allergans exchange 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
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