To: medsunman who wrote (11528 ) 11/20/1997 10:04:00 AM From: Peter Singleton Read Replies (1) | Respond to of 32384
Hello All, I have to sift through hundreds of posts to read the few that substantively discuss LGND. It's not that I don't enjoy the camradrie (sp?) shared on the thread ... but couldn't you find another place for it? Or for the minor disputes about who said what when. On topic, does anyone have an opinion about the AGN press release from Monday ... Tuesday November 18, 7:27 pm Eastern Time Company Press Release Allergan Files Registration Statement For Allergan Specialty Therapeutics, Inc. IRVINE, Calif.--(BW HealthWire)--Nov. 18, 1997--Allergan, Inc. (NYSE:AGN - news) announced today that it is filing a registration statement with the Securities and Exchange Commission on behalf of Allergan Specialty Therapeutics, Inc. (ASTI) relating to a proposed special distribution of ASTI Class A Common Stock to the holders of Common Stock of Allergan, Inc. The distribution is expected to occur in February 1998. Prior to the distribution, Allergan will contribute $200 million to ASTI. Holders of Allergan Common Stock will then receive one share of ASTI Class A Common Stock for each 20 shares of Allergan Common Stock held as of a record date to be specified. Based on 65,248,462 shares of Allergan Common Stock outstanding as of Oct. 31, 1997, approximately 3,262,400 shares of ASTI Class A Common Stock are expected to be issued to holders of Allergan Common Stock in the distribution. Holders of Allergan Common Stock will not be required to pay any cash or other consideration for the ASTI Class A Common Stock received in the distribution. The distribution is expected to be taxable as a dividend to each holder in the amount of the fair market value of ASTI Shares distributed to such holder. ASTI, a newly established enterprise in the biotechnology industry, was recently formed by Allergan to conduct research and development of potential pharmaceutical products based on Allergan's retinoid and neuroprotective technologies. Allergan will undertake research and development activities for ASTI under agreements between Allergan and ASTI. Allergan will have the option to license any products and technology developed by ASTI and an option to purchase all of the ASTI shares at a price set according to a predetermined formula. Allergan, Inc., headquarterd in Irvine, Calif., is a technology-driven, global health care company, providing pharmaceutical products throughout the world with products in the movement disorder, dermatological, eye care pharmaceutical, ophthalmic surgical device and over-the-counter contact lens care markets. The distribution of the ASTI Class A Common Stock shall only be made by means of a prospectus. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Forward-looking Statements To the extent any statements made in this release deal with information that is not historical, these statements are necessarily forward-looking. As such, they are subject to the occurrence of many events within and outside of Allergan's control and actual results may differ materially from the statements made. The reader is cautioned not to rely on these forward-looking statements. Allergan and ASTI disclaim any intent or obligation to update these forward-looking statements. Additional information concerning the factors affecting Allergan's and ASTI's business can be found in press releases as well as in Allergan's public periodic filings with the Securities and Exchange Commission, including the discussion under the heading ''Certain Factors and Trends Affecting Allergan and Its Businesses'' in Allergan's 1996 Form 10-K and the discussion under the heading ''Risk Factors'' in ASTI's Registration Statement on Form S-1, filed with the Securities and Exchange Commission on Nov. 19, 1997. These filings are available publicly and upon request from Allergan's Investor Relations Department: 714/246-4636 or on the internet at www.allergan.com. ------------------------------------------------------------------------ Contact: Allergan Inc., Irvine Jeff D'Eliscu, 714/246-4636 (office) 714/675-9475 (home)