| Acquisition combines two global specialty companies to create a world leading medical aesthetics franchise with a complementary portfolio of premier brands that meet the highest standards of quality, safety and effectiveness. | ||
| Combined company would offer broad portfolio of medical aesthetic products to customers and patients and provide significant growth and cross-selling/cross-marketing opportunities to dermatologists, plastic surgeons and other medical aesthetic specialists. | ||
| Proposition is expected to accelerate Allergans sales growth, and to generate significant and achievable revenue and cost synergies; neutral to Allergans Cash EPS in 2006 and accretive to Allergans Cash EPS in 2007 and beyond. | ||
| The acquisition also will facilitate upper teens earnings growth after incremental pharmaceutical R&D investment, demonstrating Allergans unwavering commitment to its core specialty pharmaceutical platforms. | ||
| Offer values Inamed at approximately $3.2 billion, a premium of approximately $450 million over the current value of Mediciss offer. | ||
| This significant expansion of Allergans existing medical aesthetics franchise will diversify its revenues and distinguish Allergan as a premier specialty pharma company by adding another leadership position in its high-growth portfolio of ophthalmology, medical dermatology, medical aesthetics and neurosciences specialty businesses. |
COMPANIES
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ALLERGAN | INAMED | ||
Tickers
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NYSE: AGN | NASDAQ: IMDC | ||
Descriptions
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Allergan, Inc. is a technology-driven, global healthcare company providing specialty pharmaceutical products worldwide. Allergan develops and commercializes products in the ophthalmology, neurosciences, medical dermatology, medical aesthetics and other specialty markets that deliver value to its customers, satisfy unmet medical needs, and improve patients lives. | Inamed Corporation 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 for aesthetic augmentation and for reconstructive surgery; a range of dermal products to treat facial wrinkles; and minimally invasive devices for obesity intervention. | ||
2004 Sales: $2.05 Billion | 2004 Sales: $385 Million | |||
2005E Sales: ~$2.3 Billion | 2005E Sales: ~$450 Million | |||
R&D as % of Pharma Sales: ~18% in 2004 | R&D as % of Sales: ~7% in 2004 | |||
Employees: ~ 5,000 | Employees: ~ 1,200 | |||
Headquarters: Irvine, CA | Headquarters: Santa Barbara, CA | |||
Main Product Areas: Ophthalmology, Neurosciences, Medical Dermatology, Medical Aesthetics |
Main Product Areas: Medical Dermatology, Medical Aesthetics, Obesity Intervention |
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Transaction Summary | Offer Price: $84.00 per Inamed share Purchase Price: $3.2Bn |
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Consideration: Election of $84.00 in cash or 0.8498 of a share of Allergan common stock. Elections of Inamed
stockholders are subject to proration such that the total value of the consideration payable will be $1.45
billion in cash and 17.9 million shares of Allergan |
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Pro Forma Ownership: ~ 88% Allergan, ~ 12% Inamed | ||||
Expected Closing: Estimated January 2006 | ||||
FTC/Hart-Scott-Rodino: Rapid and efficient disposal of Reloxin® | ||||
Superiority of Offer: Allergan offers $84.00 per Inamed share, a premium of approximately 16% over the current
value of Medicis offer, a 26% higher cash component with greater liquidity, with closure at least as fast or
faster than the Medicis transaction, and with a stronger pro forma balance sheet |
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Combined | Company Name: Allergan, Inc. | |||
Company Key Facts (pro forma) |
Headquarters: Irvine, CA (Medical Aesthetics site: Santa Barbara, CA) 2005E Sales: ~$2.7 Bn |
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