Filed by Allergan, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Inamed Corporation
Commission File No.: 1-09741
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News Release
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ALLERGAN EXTENDS EXPIRATION DATE OF EXCHANGE OFFER FOR INAMED CORPORATION
IRVINE, Calif., December 16, 2005 Allergan, Inc. (NYSE: AGN) today announced that it has
extended 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 5:00 p.m. Eastern Time on
Monday, January 9, 2006. The exchange offer was previously scheduled to expire at 12:00 midnight,
Eastern Time, on Tuesday, December 20, 2005. Approximately 1,147,000 shares, or 3.2% of Inameds
outstanding common stock, were tendered as of the close of business today.
In the offer, Allergan will exchange for each outstanding share of common stock of Inamed, 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
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.
Allergan also announced that it has received a request for additional information, referred to as a
second request, from the Federal Trade Commission, pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act, in connection with the transaction. The second request extends the initial
30-day waiting period under the HSR Act that expired yesterday. Allergan has been working with the
Federal Trade Commission staff concerning the divestiture of Reloxin® and had
anticipated the issuance of the second request as part of that process. Allergan does not expect
the second request to result in a material delay in consummation of the transaction.
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 business combination transaction
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 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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