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 SIGNING OF FTC CONSENT ORDER
- - ANTICIPATES CLOSING EXCHANGE OFFER FRIDAY, MARCH 10, 2006 - -
IRVINE, Calif., March 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), as U.S. antitrust approval of the Inamed acquisition has not yet been
received. The U.S. antitrust approval by the Federal Trade Commission (FTC) is the only remaining
antitrust clearance required to complete the Inamed acquisition.
Given our continuous progress, we expect this will be the last extension of our exchange offer,
said David E.I. Pyott, Allergans Chairman of the Board and Chief Executive Officer. We are
pleased to report that Allergan and Inamed have signed a consent order that, if approved and signed
by the Federal Trade Commission, will allow Allergan to complete its acquisition of Inamed.
The exchange offer will now expire at 6:00 p.m. Eastern Time on Friday, March 10, 2006. The
exchange offer previously was scheduled to expire at 6:00 p.m. Eastern Time on Wednesday, March 8,
2006. As of 4:30 p.m. Eastern Time on Friday, March 3, 2006, approximately 17,779,617 shares,
representing approximately 48% of Inameds outstanding common stock had been tendered.
Allergan believes that it will receive the results of the FTCs review of the transaction this
week. Assuming Allergan receives FTC approval prior to the Friday, March 10, 2006, expiration
date, Allergan expects to close the exchange offer when it expires. Allergan anticipates that the
exchange offer will not be extended and will expire this Friday, March 10, 2006, at 6:00 p.m.
Eastern Time.
As previously stated, Allergan intends to promptly announce the results of the U.S. antitrust
review upon completion, but depending upon the timing of notice from the FTC, Allergan may not be
able to give significant advance notice before the exchange offer expires. Accordingly, Allergan
strongly encourages all Inamed stockholders to tender their shares before 6:00 p.m. Eastern Time on
Friday, March 10, 2006, if they want to participate in 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.