Inamed board recommends shareholders accept Allergan's $3.2 billion merger offer

By E. Janene Geiss

Philadelphia, Dec. 13 - Inamed Corp. said Tuesday that its board of directors is recommending shareholders tender their shares to Allergan as soon as Inamed executes the merger agreement Allergan offered Dec. 6.

Allergan, maker of the wrinkle injection Botox, offered to buy Inamed for $84 per share in cash or 0.8498 of a share in common Allergan stock, which values Inamed at about $3.2 billion.

That deal was worth about $450 million more than an offer made by Medicis Pharmaceutical Corp. in March 2005. Inamed announced earlier Tuesday that it would pay $90 million and fees to Medicis to terminate their agreement, clearing the way for the Allergan merger.

In total, Allergan has offered 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.

"The Inamed board is supportive of the Allergan offer and expects to consider final approval of the Allergan agreement and plan of merger shortly," Nicholas L. Teti, chairman and chief executive officer of Inamed, said in a statement.

Allergan officials said they welcomed the news.

"Allergan is delighted that Inamed's board supports our offer and recommends that Inamed stockholders tender their Inamed shares pursuant to Allergan's exchange offer upon execution of the merger agreement. Our companies are making good progress towards completing this transaction," David E. I. Pyott, Allergan's chairman, president and chief executive officer, said in a separate statement.

Allergan's exchange offer for outstanding Inamed shares began on Nov. 21, 2005 and will continue until midnight ET on Dec. 20, 2005, subject to extension or early termination.

The exchange offer is conditioned, among other things, upon the expiration of the waiting period under the Hart-Scott-Rodino antitrust law. Allergan intends to extend the offer from time to time until the waiting period has expired. Allergan will provide further guidance on the anticipated closing date of the exchange offer as it continues to work with the Federal Trade Commission on the divestiture of Reloxin, officials said.

Irvine, Calif.-based Allergen is a drug development company and maker of the wrinkle treatment Botox.

Inamed, based in Santa Barbara, Calif., is a breast-implant maker and seeking approval from the U.S. Food and Drug Administration to lift the ban on silicone breast implants.

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