Inamed Announces Board Approval of Allergan Merger Agreement.
SANTA BARBARA Santa Barbara (săn'tə bär`brə, –bərə), city (1990 pop. 85,571), seat of Santa Barbara co., S Calif., on the Pacific Ocean; inc. 1850. , Calif. -- Inamed Corporation (Nasdaq:IMDC IMDC Illinois Medical District (Chicago, IL)
IMDC Integrated Mission Design Center (NASA)
IMDC Isolated, Missing, Detained, or Captured (personnel recovery) ) announced today that its Board of Directors has unanimously approved the definitive Agreement and Plan of Merger (the "Merger Agreement") between Inamed and Allergan previously executed and delivered by Allergan on December 6, 2005. However, Inamed has not yet signed the Merger Agreement. This approval was conducted in accordance with the terms of the irrevocable Unable to cancel or recall; that which is unalterable or irreversible.
IRREVOCABLE. That which cannot be revoked.
2. A will may at all times be revoked by the same person who made it, he having a disposing mind; but the moment the testator is offer letter delivered to Inamed by Allergan on December 6, 2005.
Inamed has taken the steps required to comply with the terms of the irrevocable offer letter, including the provision of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. information regarding Juvederm and the delivery of disclosure schedules to the Merger Agreement. Under that irrevocable offer letter, Inamed has the ability to sign the previously negotiated and disclosed Merger Agreement with Allergan, upon receipt of notice from Allergan that Allergan is satisfied with its limited due diligence investigation of Juvederm and Inamed's definitive disclosure schedules to the Merger Agreement.
The terms of Allergan's exchange offer for all outstanding shares of Inamed common stock are described in Allergan's Schedule TO filed with the Securities and Exchange Commission on December 12, 2005. Inamed intends to file an amended statement on Schedule 14D-9 with the Securities and Exchange Commission today reflecting the approval of the Merger Agreement.
Inamed (Nasdaq:IMDC) is a global healthcare company with over 25 years of experience developing, manufacturing and marketing innovative, high-quality, science-based products. Current products include breast implants Breast Implants Definition
Breast implantation is a surgical procedure for enlarging the breast. Breast-shaped sacks made of a silicone outer shell and filled with silicone gel or saline (salt water), called implants, are used. for aesthetic augmentation AUGMENTATION, old English law. The name of a court erected by Henry VIII., which was invested with the power of determining suits and controversies relating to monasteries and abbey lands. and for reconstructive surgery reconstructive surgery
n surgery to rebuild a structure for functional or esthetic reasons. ; a range of dermal dermal /der·mal/ (der´mal) pertaining to the dermis or to the skin.
der·mal or der·mic
Of or relating to the skin or dermis. products to treat facial wrinkles wrinkles
See bells and whistles. ; and minimally invasive devices for obesity intervention, including the LAP-BAND(R) System for morbid obesity morbid obesity
The condition of weighing at least twice the ideal weight.
morbid obesity Superobesity Bariatircs A condition defined as 45 kg > ideal body weight, 2 times > ideal/standard weight or, for . Inamed's web site is www.inamed.com.
Additional Information about the Allergan Tender Offer and Where to Find It
In connection with the pending tender offer by Allergan, Allergan filed a Schedule TO and Registration Statement on Form S-4 that contains a prospectus and Inamed filed a Schedule 14D-9 and a related amendment. The Allergan Registration Statement on Form S-4 has not yet become effective. INVESTORS AND SECURITY HOLDERS OF INAMED ARE URGED TO READ THE SCHEDULE TO, THE SCHEDULE 14D-9 (INCLUDING ANY AMENDMENTS THERETO) AND THE PRELIMINARY VERSION OF THE ALLERGAN REGISTRATION STATEMENT AND PROSPECTUS. The definitive versions of these materials and other relevant materials (when they become available), and any other documents filed by Inamed or Allergan with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Inamed by directing a written request to: Inamed, 5540 Ekwill Street, Santa Barbara, CA 93111, Attention: Investor Relations Investor relations
The process by which the corporation communicates with its investors. . Investors and security holders are urged to read the proxy statement Proxy Statement
A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. , prospectus, Schedule TO, Schedule 14D-9 (including any amendments thereto) and the other relevant materials when they become available before making any investment decision with respect to the Allergan tender offer.
This communication shall not constitute an offer to sell or the solicitation solicitation
In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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, in addition to historical information, forward-looking statements. Such statements are based on management's current estimates and expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Inamed is providing this information as of December 15, 2005 and expressly disclaims any duty to update information contained in this press release. Forward-looking statements in this press release include, without limitation, express and implied statements regarding Allergan's satisfaction with its Juvederm due diligence and Inamed's disclosure schedules. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those expressed or implied here. Readers are referred to the documents filed by Inamed with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. Additional risks include but are not limited to: risks that Inamed will be unable to reach agreement with Allergan; risks related to regulatory approval; and risks of stockholder litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.
When a person begins a civil lawsuit, the person enters into a process called litigation. . The information contained in this press release is a statement of Inamed's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Inamed's assumptions. Inamed may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Inamed's assumptions or otherwise. Inamed undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.