Allergan Receives Final Regulatory Approvals from Germany and Spain.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) ) today announced that it has received final approval from the antitrust authorities in Germany and Spain in connection with its exchange offer for all outstanding shares of common stock 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 antitrust clearances in Germany and Spain are the only antitrust approvals required outside of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Allergan and Inamed are continuing to work with the Federal Trade Commission staff to complete Inamed's divestiture The breakup of AT&T. By federal court order, AT&T divested itself on January 1, 1984 of its 23 operating companies, which became known as the Regional Bell Operating Companies (RBOCs). of its license to Reloxin(R). Such divestiture is being discussed to facilitate the antitrust approval of Allergan's acquisition of Inamed in the United States, which is the only remaining antitrust clearance required to complete the acquisition. In the exchange offer, Allergan is offering 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. Elections of Inamed stockholders are subject to 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. as described in Allergan's 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. The exchange offer is scheduled to expire at 5:00 p.m. Eastern Time on Tuesday, January 24, 2006. "We are pleased to have cleared all antitrust hurdles outside of the United States," said David E.I. Pyott, Allergan's Chairman of the Board, President and Chief Executive Officer. "We continue to make good progress in our liaison with the U.S. regulatory authorities and anticipate receiving clearance from the Federal Trade Commission in the near future so that we may consummate the acquisition." Allergan intends to publicly announce the completion of the U.S. antitrust review and to allow at least three business days after announcing the receipt of U.S. antitrust approval before completing the exchange offer. To learn more about Allergan's 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 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 health care company providing specialty pharmaceutical products worldwide. Allergan develops and commercializes products in 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 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 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. ; and governmental laws and regulations affecting domestic and foreign operations. Risks and uncertainties relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc 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 Inamed's 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 Allergan's other public SEC filings, can be obtained without charge at the SEC's website at www.sec.gov, and at Allergan's website at www.Allergan.com. |
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