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 6, 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 is being extended as U.S. antitrust approval
of the Inamed acquisition has not yet been received, and will now expire at 5:00 p.m. Eastern Time
on February 22, 2006. The exchange offer was previously scheduled to expire at 5:00 p.m. Eastern
Time on Tuesday, February 7, 2006. Approximately 19,329,021 shares, or approximately 52.4%, of
Inameds outstanding common stock had been tendered as of 5:00 p.m. Eastern Time on Friday,
February 3, 2006.
Allergan and Inamed are continuing to work with the Federal Trade Commission to complete
Inameds divestiture of its Reloxin® license to facilitate U.S. antitrust approval of
the Inamed acquisition. The U.S. antitrust approval is the only remaining antitrust clearance
required to complete the acquisition.
We look forward to reaching a successful outcome in the U.S. antitrust review of the Inamed
acquisition. Meanwhile, we are working diligently on a comprehensive integration plan, said David
E.I. Pyott, Allergans Chairman of the Board and Chief Executive Officer.
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
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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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