Allergan Signs Definitive Pact To Buy Inamed for $3.2 Billion
By RHONDA L. RUNDLE
Staff Reporter of THE WALL STREET JOURNAL
December 21, 2005; Page C3
Botox maker Allergan Inc.'s determined courtship of Inamed Corp. took a leap forward as the cosmetic-medicine companies signed a $3.2 billion definitive merger agreement that also would keep a potential Botox rival drug out of Allergan's hands.
Allergan of Irvine, Calif., emerged as an Inamed suitor last month with a bid that topped a merger pact between Inamed and Medicis Pharmaceutical Corp. A week ago, Medicis ended its offer for Inamed and received a $90 million termination fee. The agreement unveiled late last night is virtually the same as the one that blew the Medicis deal apart.
Inamed of Santa Barbara, Calif., makes products ranging from breast implants to dermal fillers for erasing facial folds and wrinkles. Allergan is a specialty drug company that markets a variety of skin and eye-care treatments.
Under the merger agreement, Allergan will exchange for each Inamed share either $84 in cash or 0.8498 of a share of Allergan common stock, at the election of the holder. Those elections are subject to proration so that 45% of the aggregate Inamed shares tendered are exchanged for cash and 55% of the Inamed shares tendered are exchanged for Allergan shares.
Dermatologists, plastic surgeons and other cosmetic physicians have been watching the deal closely to learn the fate of Reloxin, a Botox-like muscle relaxant that Inamed has been testing in human patients. Reloxin could be the first drug to be approved by the Food and Drug Administration to challenge the virtual monopoly currently enjoyed by Botox in treating lines around the eyes and forehead. Inamed holds U.S. rights to the drug from European pharmaceutical group Ipsen Ltd. If the Allergan-Inamed merger is completed, Ipsen will take back its rights to the botulinum-toxin product under terms of the merger agreement.
The termination pact is part of the partners' strategy to win regulatory approval from the Federal Trade Commission. "We do not anticipate that the regulatory process will lead to any material delay in the closing of the transaction," said Nicholas L. Teti, Inamed chief executive.
The companies said they hope to complete the combination in January.
online.wsj.com |
