Inamed's board says Allergan's $3.2 billion merger offer tops Medicis offer, but remains neutral

By E. Janene Geiss

Philadelphia, Dec. 6 - Inamed Corp. said Tuesday that its board of directors determined that the $3.2 billion offer to merge from Allergan, Inc. is fair to stockholders and superior to the offer made by Medicis Pharmaceutical Corp.

Inamed also said it would remain neutral and not make a recommendation to Inamed stockholders because the terms of the revised offer that Inamed has negotiated with Allergan are materially different than the terms of the current tender offer by Allergan and because Inamed's merger agreement with Medicis is not yet terminated, Inamed officials said in a company news release.

Allergan officials said in a news release that its original offer still stands at $84 a share or 0.8498 of a share of common Allergan stock for each Inamed share.

The offer values Inamed at about $3.2 billion, a premium of about $450 million over the current value of Medicis' offer based on a Medicis' closing price of $29.67, officials have said.

In total, Allergan is offering to pay $1.45 billion in cash and 17.9 million in shares. Choices made by Inamed stockholders would be subject to proration to meet those limits.

Inamed agreed in March to be acquired by Medicis in a cash and stock deal valued at $2.8 billion, or $75 a share.

Last month, Medicis asked Inamed's board to recommend that the Allergan offer be rejected. At the time, Inamed said it remained committed to the merger with Medicis.

That changed with Tuesday's announcement.

"Allergan is pleased that Inamed and Allergan have been able to conclude the negotiation of the terms and conditions of the merger agreement and that we are making excellent progress in completing the acquisition of Inamed," David E. I. Pyott, Allergan's chairman, president and chief executive officer, said in the release.

"We have satisfactorily completed our due diligence with the exception of Juvederm and look forward to both parties fully executing the merger agreement shortly with the goal of concluding the merger as soon thereafter as reasonably possible," Pyott said.

Allergan said it has had discussions with the Federal Trade Commission and is working to develop a satisfactory plan for divestiture of Inamed's rights to the Reloxin product.

Allergan, based in Irvine, Calif., is a specialty pharmaceutical company and maker of wrinkle-diminishing treatment Botox.

Inamed is a Santa Barbara, Calif., specialty pharmaceutical company and maker of silicone breast implants.

Medicis is a Scottsdale, Ariz., pharmaceutical company specializing in dermatology products and is the maker of wrinkle cream Restylane.

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