Printer Friendly
The Free Library
14,651,178 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Allergan Announces Completion of Inamed Acquisition.


IRVINE, Calif. -- Allergan, Inc. (NYSE NYSE

See: New York Stock Exchange
:AGN AGN Again (Amateur Radio)
AGN Active Galactic Nucleus
AGN Acute Glomerulonephritis
AGN Accountants Global Network
AGN Air Gabon (ICAO code) 
):

--Confirms Final Exchange Offer Results and Proration Proration

A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered.
 and Initiates 100-Day Integration Plan

--2006 Financial Guidance to Be Provided on March 27, 2006

Allergan, Inc. (NYSE:AGN) today announced that it has completed its acquisition of Inamed Corporation (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:IMDC IMDC Illinois Medical District (Chicago, IL)
IMDC Integrated Mission Design Center (NASA)
IMDC Isolated, Missing, Detained, or Captured (personnel recovery) 
). The acquisition of Inamed expands Allergan's global position as a premier specialty pharmaceutical and medical device company in high-growth markets and creates a world-leading medical aesthetics aesthetics (ĕsthĕt`ĭks), the branch of philosophy that is concerned with the nature of art and the criteria of artistic judgment.  franchise, providing a broad, complementary portfolio of pharmaceutical and medical device products and offerings to physicians and patients.

As previously announced, at the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute.
     2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created
 of the exchange offer for all outstanding Inamed shares on Friday, March 17, 2006, more than 90% of the outstanding Inamed shares had been tendered and were accepted for exchange. The acquisition was completed today through a short-form merger of a subsidiary of Allergan with and into Inamed.

"This is an exciting day for Allergan as we establish another leadership position in one of the world's fastest growing markets," said David E.I. Pyott, Allergan's Chairman of the Board and Chief Executive Officer. "The acquisition will help us better serve the needs of our customers and address the growing demand among the `baby boomer' generation for safe and effective products that enhance one's well being and appearance."

"The integration of Inamed's and Allergan's products, the pipelines, and, most importantly Adv. 1. most importantly - above and beyond all other consideration; "above all, you must be independent"
above all, most especially
, the people will prove to be a very powerful and productive asset for our stockholders for many years to come," added Nicholas Teti, Inamed's former Chairman of the Board, President and Chief Executive Officer. "My Inamed colleagues are proud to be a part of this exciting strategic enterprise."

Final Results of Exchange Offer

Allergan also today confirmed the final results of its exchange offer for all outstanding shares of Inamed common stock.

In the exchange offer, Allergan's wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 offered to exchange for each outstanding share of Inamed common stock, either $84 in cash or 0.8498 of a share of Allergan common stock, at the election of the holder, subject to proration, 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.

A total of 34,647,820 shares, representing approximately 93.86%, of Inamed's outstanding common stock, were validly tendered and acquired pursuant to the exchange offer, including all Inamed shares delivered after the expiration of the offer to satisfy guaranteed deliveries.

Of the aggregate Inamed shares validly tendered, approximately 0.18% were tendered subject to cash elections and approximately 99.82% were tendered subject to Allergan common stock elections, and therefore the stock exchange offer consideration is oversubscribed Refers to connecting more users to a system than can be fully supported if all of them were using it at the same time. Networks and servers are almost always designed with some amount of oversubscription, counting on the fact that everybody does not need the service simultaneously. . As a result, stock exchange offer elections will be prorated so that Inamed stockholders will receive Allergan common stock for approximately 55.10% of the aggregate Inamed shares tendered subject to valid stock elections, with cash paid in respect of fractional shares Fractional share

Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs.


fractional share

Less than one share of stock, that is, one-third or one-half a share.
 of Allergan common stock, and the remaining shares tendered pursuant to valid stock elections will be exchanged for cash at the $84 per Inamed share exchange offer price. On a per Inamed share basis, this proration ratio will result in each Inamed share tendered pursuant to a valid stock election being exchanged for approximately 0.46825 of a share of Allergan common stock and approximately $37.71 in cash.

Anticipated Effects of the Acquisition

The acquisition is expected to be neutral to Allergan's adjusted Earnings per Share (EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. ) in 2006 and accretive to adjusted EPS in 2007 and beyond. Allergan will host a telephone conference call at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time on Monday, March 27, 2006, to provide 2006 financial guidance for the combined company. For further details, please see the Investor Information Call section below.

100-Day Integration Plan

Allergan is immediately commencing a 100-Day Integration Plan to facilitate as seamless a transition as possible in combining the two companies, and to maintain continued excellence in customer and patient service. Within this time frame, Allergan plans to complete the majority of the organizational restructuring for the combined company. Allergan has retained the services of Boston Consulting Group to assist in this integration process.

Investor Information Call

Allergan will host a telephone conference call and a Web cast, including presentation slides, on Monday, March 27, 2006, to discuss 2006 financial guidance for the combined company. David E.I. Pyott, Chairman of the Board and Chief Executive Officer, will comment on the financial guidance beginning promptly at 8:00 a.m. Pacific Time (11:00 a.m. Eastern Time), before answering questions. You may participate in this call by dialing 1-888-324-9234 or call 1-630-395-0495 from international locations. A passcode, "Allergan", will be required. The live Web cast and presentation slides can be accessed through the Allergan web site, www.Allergan.com, beginning at 8:00 a.m. Pacific Time.

A replay of the call will be available soon after it concludes and can be accessed through www.allergan.com, 1-800-366-0230 for domestic locations, or 1-203-369-3258 for international locations. A passcode will not be required. The replay will be available for one week following the live call.

About Allergan, Inc.

Allergan, Inc., with headquarters in Irvine, California Irvine is an incorporated city in Orange County, California, United States. It is a planned city, mainly developed by the Irvine Company since the 1960s. Formally incorporated on December 28 1971, the 69.7 square mile (180.5 km²) city has a population of 202,079 (as of 2007). , is a technology-driven, global specialty pharmaceutical and medical device company that develops and commercializes innovative products for the ophthalmology ophthalmology (ŏf'thălmŏl`əjē), branch of medicine specializing in the anatomy, function and diseases of the eye. Ophthalmologists specialize in the medical and surgical treatment of eye disorders, vision measurements for , neurosciences, medical dermatology dermatology (dûrmətŏl`əjē), branch of medicine concerned with diagnosis and treatment of diseases and disorders of the skin. , medical aesthetics and other specialty markets. Allergan is dedicated to delivering value to its customers, satisfying unmet un·met  
adj.
Not satisfied or fulfilled: unmet demands. 
 medical needs, and improving people's lives.

Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

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 future tense
n.
A verb tense expressing future time.

Noun 1. future tense - a verb tense that expresses actions or states in the future
future
, 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 Allergan's 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 Growth Rates

The compounded annualized rate of growth of a company's revenues, earnings, dividends, or other figures.

Notes:
Remember, historically high growth rates don't always mean a high rate of growth looking into the future.
; 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 cost containment,
n the features of a dental benefits program or of the administration of the program designed to reduce or eliminate certain charges to the plan.
; governmental laws and regulations affecting domestic and foreign operations; publicity concerning the safety of our products; and changes in accounting standards or tax rates. Risks and uncertainties relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the Inamed acquisition include that the anticipated benefits and synergies of the transaction will not be realized, and that the integration of Inamed's operations with Allergan will be materially delayed or will be more costly or difficult than expected. 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 Inamed acquisition, as they contain important information. These SEC filings, as well as Allergan's other public SEC filings, can be obtained without charge at the SEC's web site at www.sec.gov, and at Allergan's web site at www.Allergan.com. Additional copies of the prospectus, which is a part of Allergan's Registration Statement on Form S-4, can be obtained by contacting MacKenzie Partners, the Information Agent for the merger, at 800-322-2885.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Geographic Code:1USA
Date:Mar 23, 2006
Words:1323
Previous Article:GiveMePower Software Helps New Breed of Consultant Tackle Soaring Demand for Digital Floor Plans and Inspection Drawings for 66 Billion Square Foot...
Next Article:SCOLR Pharma Reports Results for 2005.
Topics:



Related Articles
Allergan looks to extend Botox's shelf life.(Media & Technology)
BRIEFCASE.(Business)
Allergan Completes Negotiation of Terms and Conditions of Merger Agreement with Inamed and Inamed Board of Directors Has Concluded that Allergan's...
Allergan Welcomes Inamed's Recommendation of Its Offer to Stockholders; Parties Look to Execute Merger Agreement and Close Transaction.
BRIEFCASE SCENIC WILL LEAVE AIRPORT IN MARCH.(Business)
Implant business slows as patients await FDA decision.(Food and Drug Administration)
Done deal.(acquisition report)(Brief Article)
Allergan Reports Second Quarter Operating Results; Total Product Net Sales Increased 33 Percent for the Second Quarter; Board of Directors Declares...
Allergan Integrates Inamed's Commercial and Research and Development Operations within New Corporate Division, Allergan Medical.
Allergan Announces Its Acquisition of EndoArt, a Leading Swiss Developer of Remote-Controlled Medical Devices.

Terms of use | Copyright © 2009 Farlex, Inc. | Feedback | For webmasters | Submit articles