Filed By Allergan, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Inamed Corporation
Registration No. 333-129871
2525 Dupont Drive
Irvine, CA 92612-1599
(714) 246-4500
www.allergan.com |
ALLERGAN COMPLETES EXCHANGE OFFER FOR INAMED
CORPORATION
- - ANTICIPATES PROMPT COMPLETION OF ACQUISITION - -
IRVINE, Calif., March 20, 2006 - - Allergan, Inc. (NYSE: AGN) today announced that it has
successfully completed its exchange offer for all outstanding shares of common stock of Inamed
Corporation (NASDAQ: IMDC). The exchange offer expired at 11:59 p.m. Eastern Time on Friday, March
17, 2006, at which time all shares of Inamed common stock validly tendered were accepted for
exchange. At the time the exchange offer closed, 34,971,207 shares, representing approximately
94.74%, of Inameds outstanding common stock, had been tendered. Of the shares tendered, 2,437,955
shares, representing approximately 6.60%, of Inameds outstanding common stock, were tendered
pursuant to notices of guaranteed delivery.
Based on the preliminary exchange offer results, it appears that tendering Inamed stockholders have
requested more Allergan common stock than is available under the terms of the exchange offer, and
therefore it is expected that proration of Allergan common stock elections will be required. The
exact number of Inamed shares validly tendered, and any proration required based on the elections
made by the tendering Inamed stockholders, will not be known until the guaranteed delivery period
ends at 5:00 p.m. Eastern Time on Wednesday, March 22, 2006.
Allergan will announce the final exchange offer results, and the final proration factors, as
promptly as practicable after guaranteed deliveries have been made and final calculations can be
completed.
Assuming confirmation that at least 90% of the outstanding Inamed common stock was acquired in the
exchange offer, Allergan expects to promptly complete the acquisition through a short-form merger
under Delaware law.
We are excited to have successfully completed the exchange offer to acquire Inamed and
look forward to completing the acquisition once we have confirmed the final results of the exchange
offer, said David E.I. Pyott, Allergans Chairman of the Board and Chief Executive Officer. Upon
closing of the acquisition, we will immediately start implementing our integration plan and
leverage the talent and expertise of both companies to build a world leading medical aesthetics
franchise that will benefit our customers and their patients.
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 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
Inamed acquisition include: that the anticipated benefits and synergies of the transaction will not
be realized; and 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 in connection with the offer and sale of
Allergan common stock in the Inamed exchange offer and subsequent merger. 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. Additional copies of the prospectus,
which is a part of Allergans Registration Statement on Form S-4, can be obtained by contacting
MacKenzie Partners, the Information Agent for the merger, at (800) 322-2885.
Contact Information
For general investor questions or information regarding the combined company:
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Allergan Investor Relations
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714-246-4636 |
Allergan Media Relations
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714-246-5134 |
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For questions regarding the exchange of Inamed shares or the merger: |
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Amy Bilbija or Dan Burch, MacKenzie Partners
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212-929-5500 or 800-322-2885 |
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