Allergan Commences Cash Tender Offer for All Outstanding Shares of MAP Pharmaceuticals
Published: January 29th, 2013
IRVINE, Calif.--(BUSINESS WIRE)--
Allergan, Inc. (NYSE: AGN) (Allergan) today announced that its
wholly-owned subsidiary, Groundhog Acquisition, Inc. (Purchaser), has
commenced a tender offer to purchase all outstanding shares of common
stock of MAP Pharmaceuticals, Inc. (NASDAQ: MAPP) (MAP) for $25.00 per
share, net to the seller in cash, without interest and less any
applicable withholding taxes.
The tender offer is being made pursuant to an Agreement and Plan of
Merger, dated as of January 22, 2013, by and among Allergan, Purchaser
and MAP (the Merger Agreement), which Allergan and MAP announced on
January 22, 2013. The Merger Agreement provides, among other things,
that after completion of the tender offer, and subject to customary
conditions, Purchaser will merge with and into MAP (the Merger), with
MAP continuing as the surviving corporation and a wholly-owned
subsidiary of Allergan. Immediately prior to the effective time of the
Merger, any shares not purchased in the tender offer will be converted
into the right to receive the same cash price per share paid in the
tender offer (other than shares held by Allergan, Purchaser, MAP or any
of its wholly-owned subsidiaries, and any shares held by any MAP
stockholders who validly exercise their appraisal rights in connection
with the Merger), without interest and less any applicable withholding
taxes.
The board of directors of MAP has unanimously determined, among other
things, that the tender offer is advisable, fair to and in the best
interests of MAP and its stockholders and has unanimously agreed to
recommend that MAPs stockholders accept the tender offer and tender
their shares to Purchaser.
Completion of the tender offer is subject to the tender of at least a
majority of MAPs outstanding shares of common stock (on a fully diluted
basis), the expiration or termination of any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
other customary closing conditions. There is no financing condition to
the Offer.
MAPs directors and executive officers and a major stockholder of MAP
affiliated with a director, collectively owning approximately 9 percent
of MAPs outstanding common stock, have entered into a tender and
support agreement with Allergan committing to tender all of their MAP
shares in the tender offer and, if applicable, to vote in favor of the
Merger.
Purchaser and Allergan are filing with the U.S. Securities and Exchange
Commission (the SEC) today a Tender Offer Statement on Schedule TO
(the Schedule TO), including an Offer to Purchase (the Offer to
Purchase), a related Letter of Transmittal (the Letter of
Transmittal) and other related materials, setting forth in detail the
complete terms and conditions of the tender offer. Additionally, MAP is
filing with the SEC today a Solicitation/Recommendation Statement on
Schedule 14D-9 setting forth in detail, among other things, the
unanimous recommendation of the board of directors of MAP that MAP
stockholders accept the tender offer, tender their shares to Purchaser
and, if required by applicable law, vote in favor of the adoption of the
Merger Agreement and the transactions contemplated thereby, including
the Merger and the tender offer.
The tender offer and withdrawal rights are scheduled to expire at 12:00
midnight, New York City time, on the night of February 28, 2013, unless
extended in accordance with the Merger Agreement and applicable rules
and regulations of the SEC.
The information agent for the tender offer is D.F. King & Co., Inc. (the
Information Agent). MAP stockholders who need additional copies of the
Offer to Purchase, Letter of Transmittal or related materials or who
have questions regarding the tender offer should contact the Information
Agent toll-free at (800) 347-4750.
American Stock Transfer & Trust Company, LLC is acting as depositary for
the tender offer. Goldman, Sachs & Co. is acting as dealer manager for
the tender offer, and Gibson, Dunn and Crutcher LLP is acting as legal
advisor to Allergan.
Allergan is a multi-specialty health care company established more than
60 years ago with a commitment to uncover the best of science and
develop and deliver innovative and meaningful treatments to help people
reach their lifes potential. Today, we have approximately 10,800 highly
dedicated and talented employees, global marketing and sales
capabilities with a presence in more than 100 countries, a rich and
ever-evolving portfolio of pharmaceuticals, biologics, medical devices
and over-the-counter consumer products, and state-of-the-art resources
in R&D, manufacturing and safety surveillance that help millions of
patients see more clearly, move more freely and express themselves more
fully. From our beginnings as an eye care company to our focus today on
several medical specialties, including eye care, neurosciences, medical
aesthetics, medical dermatology, breast aesthetics, obesity intervention
and urologics, Allergan is proud to celebrate more than 60 years of
medical advances and proud to support the patients and physicians who
rely on our products and the employees and communities in which we live
and work. For more information regarding Allergan, go to: .
The tender offer described in this press release has commenced, but this
press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The solicitation and the offer to buy the
outstanding shares of common stock of MAP is being made pursuant to the
Tender Offer Statement on Schedule TO filed by Purchaser and Allergan
with the SEC on January 31, 2013. MAP has also filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the tender offer on January 31, 2013. MAP stockholders and other
investors are strongly advised to read the tender offer materials
(including the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents) and the
Solicitation/Recommendation Statement because they contain important
information which should be read carefully before any decision is made
with respect to the tender offer. These materials have been or will be
sent free of charge to all stockholders of MAP. The Tender Offer
Statement and the Solicitation/Recommendation Statement (and all other
tender offer documents filed with the SEC) are also available for free
on the SECs website: www.sec.gov.
The Schedule TO (including the Offer to Purchase and related materials)
and the Schedule 14D-9 (including the Solicitation/Recommendation
Statement), may also be obtained for free by contacting the Information
Agent, at (800) 347-4750.
In addition to the Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, Allergan and MAP file annual,
quarterly and special reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements or other
information filed by Allergan and MAP at the SEC public reference room
at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.
Allergans and MAPs filings with the SEC are also available to the
public from commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
This press release contains forward-looking statements, relating to
the acquisition of MAP Pharmaceuticals by Allergan. All statements other
than historical facts included in this press release, including, but not
limited to, statements regarding the timing, and the closing of the
tender offer and merger transactions and any assumptions underlying any
of the foregoing, are forward-looking statements. These statements are
based on current expectations of future events. If underlying
assumptions prove inaccurate or unknown, or unknown risks or
uncertainties materialize, actual results could vary materially from
Allergans expectations and projections. Risks and uncertainties
include, among other things, uncertainties as to how many of MAPs
stockholders will tender their stock in the tender offer; the
possibility that various closing conditions to the tender offer and
merger transactions may not be satisfied or waived, including that a
governmental entity may prohibit, delay, or refuse to grant approval for
the consummation of the transaction; that the U.S. Food and Drug
Administration or other regulatory authorities do not approve LEVADEX®
in the manner desired by MAP and Allergan, on a timely basis, or at all;
that there is a material adverse change to MAP; that the integration of
MAPs business into Allergan is not as successful as expected; the
failure of Allergan to achieve the expected financial and commercial
results from the transaction; other business effects, including effects
of industry, economic or political conditions outside the companys
control; transaction costs; actual or contingent liabilities; as well as
other cautionary statements contained elsewhere herein and in the
companies periodic reports filed with the SEC including current reports
on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form
10-K. Given these uncertainties, you should not place undue reliance on
these forward-looking statements, which apply only as of the date of
this press release. Allergan expressly disclaims any intent or
obligation to update these forward-looking statements except as required
by law. Additional information about Allergan is available at www.allergan.com
or you can contact the Allergan Investor Relations Department by calling
(714) 246-4636. Additional information about MAP is available at www.mappharma.com.
D.F. King & Co., Inc., (212) 269-5550 or (800) 347-4750Allergan
Investor Relations, (714) 246-4636Media Inquiries (Bonnie Jacobs),
(714) 246-5134
Source: Allergan, Inc.
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