Filed by Allergan, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Inamed Corporation
Commission File No.: 1-09741
ALLERGAN COMMENTS ON INAMED STATEMENT
IRVINE, CA., November 16, 2005 Allergan, Inc. (NYSE: AGN) released the following statement today
regarding the announcement made by Inamed Corporations (NASDAQ: IMDC) Board of Directors that it
has determined that Allergans proposed offer to acquire Inamed is reasonably likely to result in
a superior proposal.
Allergan is pleased that Inameds Board is already evaluating our proposed offer and seems to have
recognized that our offer will ultimately prove to be superior, said David E. I. Pyott, Allergans
Chairman of the Board, President and Chief Executive Officer. Allergans offer is superior
because the price is higher, the cash component is greater and the companys stock is a better
currency than that of Medicis. We believe that the combination of Allergan and Inamed will create
a world leader in medical aesthetics that will bring long-term value to both companies employees,
customers, patients and stockholders. Allergan looks forward to engaging promptly in discussions
with Inamed regarding our proposal.
About Allergan, Inc.
Allergan, Inc., with headquarters in Irvine, California, is a technology-driven, global health care
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.
Forward-Looking Statements
This press release contains forward-looking statements, including, among other statements,
statements regarding the proposed business combination between Allergan and Inamed, and the
anticipated consequences and benefits of such transaction. Statements made in the future tense,
and words such as expect, believe, will, may, anticipate and similar expressions are
intended to identify forward-looking statements. These statements are based on current
expectations, but are subject to certain risks and uncertainties, many of which are difficult to
predict and are beyond the control of Allergan. Relevant risks and uncertainties include those
referenced in Allergans filings with the SEC (which can be obtained as described in Additional
Information below), and include: general industry and pharmaceutical market conditions; general
domestic and international economic conditions; technological advances and patents obtained by
competitors; challenges inherent in product marketing such as the unpredictability of market
acceptance for new pharmaceutical and biologic products and/or the acceptance of new indications
for such products; uncertainties regarding analysts and others projections and estimates for
revenues and earnings of Inamed and market growth rates; domestic and foreign health care reforms;
the timing and uncertainty of research and development and regulatory processes; trends toward
managed care and health care cost containment; and governmental laws and regulations affecting
domestic and foreign operations. Risks and uncertainties relating to the proposed transaction
include: that required regulatory approvals will not be obtained in a timely manner, if at all;
that the anticipated benefits and synergies of the transaction will not be
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realized; that the integration of Inameds operations with Allergan will be materially delayed or
will be more costly or difficult than expected; and that the proposed transaction will not be
consummated. These risks and uncertainties could cause actual results to differ materially from
those expressed in or implied by the forward-looking statements, and therefore should be carefully
considered.
Additional Information
Allergan intends to file a Registration Statement on Form S-4 and may file other documents with the
SEC in connection with the proposed acquisition of Inamed. Inamed stockholders should read those
filings, and any other filings made by Allergan with the SEC in connection with the proposed
acquisition, as they will contain important information. These SEC filings, as well as Allergans
other public SEC filings, can be obtained without charge at the SECs website at www.sec.gov, and
at Allergans website at www.Allergan.com.
Contact Information:
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Jim Hindman, Allergan
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714-246-4636 (investors) |
Joann Bradley, Allergan
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714-246-4766 (investors) |
Ashwin Agarwal, Allergan
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714-246-4582 (investors) |
Caroline Van Hove, Allergan
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714-246-5134 (media) |
Steve Lipin / David Press, Brunswick Group LLC
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212-333-3810 (media) |
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