Allergan, Inc.to Acquire MAP Pharmaceuticals, Inc.

Tue Jan 22, 2013 8:35pm EST

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Acquisition Enhances Allergan Leadership Position in Neurology and Migraine
Specialty
IRVINE, Calif. & MOUNTAIN VIEW, Calif.--(Business Wire)--
Allergan, Inc. (NYSE:AGN) and MAP Pharmaceuticals, Inc. (Nasdaq: MAPP) today
jointly announced that they have entered into a definitive merger agreement
whereby Allergan will acquire 100% of the shares of MAP Pharmaceuticals for a
price of $25.00 per share. MAP Pharmaceuticals is a biopharmaceutical company
focused on developing and commercializing new therapies in Neurology, including
LEVADEX, an orally inhaled drug for the potential acute treatment of migraine in
adults. LEVADEX is currently under review with the U.S. Food and Drug
Administration (FDA). 

The transaction, which has been unanimously approved by the boards of directors
of both companies, will be accomplished pursuant to a cash tender offer followed
by a second step merger. The per share cash offer price represents a 60% premium
over MAP`s closing stock price on the Nasdaq Stock Market of $15.58 on January
22, 2013, and represents a total equity value of approximately $958 million, on
a fully-diluted basis. The acquisition is expected to close late in the first
quarter or in the second quarter of 2013. 

"One of the key drivers of Allergan`s continued success is our focus on medical
specialties where we have extensive knowledge of physician and patient needs,
and can provide a broad portfolio of products," said David E.I. Pyott, Chairman
of the Board, President and Chief Executive Officer, Allergan. "Allergan has a
record of leadership in the Neurosciences field and, according to a recent
physician survey, is now perceived as the #1 company in prophylactic migraine
management by physicians. During the past few years, Allergan has received
regulatory approvals in 56 countries for BOTOX for use in the treatment of
chronic migraine. As a result, thousands of patients who suffer from chronic
migraine have benefited from this important treatment option. We plan to
capitalize on this depth of expertise in Neurology as we continue the global
development of LEVADEX as a potential acute treatment for migraine that is
complementary to BOTOX and use MAP`s proprietary drug particle and inhalation
technologies to generate new pipeline opportunities." 

"Through our dedicated employees at MAP Pharmaceuticals, we have made tremendous
progress to date with our lead product candidate, LEVADEX, enabling us to
realize substantial value for our stockholders through this transaction," said
Timothy S. Nelson, President and Chief Executive Officer, MAP Pharmaceuticals.
"We are pleased that we and Allergan share similar values and a common vision in
neuroscience that make for a strong cultural and scientific fit between our
companies. We believe this acquisition by our partner Allergan will increase the
potential for our product candidates to make a meaningful difference for
patients we have worked so hard to serve." 

In January 2011, Allergan entered into a collaboration agreement with MAP to
co-promote LEVADEX, contingent upon potential regulatory authority approvals in
the U.S. and Canada, to neurologists and pain specialists in these markets. In
May 2011, MAP initially submitted a New Drug Application (NDA) for LEVADEX to
the FDA. In October 2012, MAP resubmitted its NDA, which included additional
data and provided responses to FDA comments. In November 2012, MAP announced
that its NDA resubmission for LEVADEX was accepted for filing by the FDA and
that the FDA has classified the resubmission as a complete Class 2 response and
has set a goal date of April 15th, 2013 under the Prescription Drug User Fee Act
(PDUFA). 

Assuming this transaction closes as planned, and approval of LEVADEX occurs on
or before the PDUFA date of April 15th, 2013, Allergan anticipates that this
transaction will be dilutive to 2013 earnings per share by approximately $0.07
and accretive to earnings per share by the second half of 2014. Allergan will
provide 2013 guidance on its February 5, 2013 earnings call. Allergan currently
anticipates that, excluding this transaction, 2013 earnings per share growth
expectations will fall within our mid-teens growth aspiration. 

Allergan expects to fund the transaction with a combination of cash on hand,
cash equivalents and short-term borrowings under its commercial paper program.
The transaction is not subject to any financing contingency. 

About the Cash Tender Offer

Under the terms of the definitive merger agreement, Allergan will commence a
cash tender offer to purchase all of MAP`s outstanding shares for $25.00 per
share, net to the seller in cash, without interest and less any applicable
withholding taxes. The tender offer will remain open for at least 20 business
days. The completion of the tender offer is subject to the tender of at least a
majority of MAP`s outstanding shares of common stock (on a fully diluted basis),
the expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act, and other customary closing conditions. The merger
agreement also provides for the parties to effect, subject to customary
conditions, a merger following the completion of the tender offer which would
result in all shares not tendered in the tender offer being converted into the
right to receive $25.00 per share, net to the holder in cash, without interest
and less any applicable withholding taxes. The board of directors of MAP has
unanimously agreed to recommend that MAP`s stockholders tender their shares to
Allergan in the tender offer. All of MAP`s directors and executive officers and
a major stockholder of MAP affiliated with a director, collectively owning
approximately 9 percent of MAP`s 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. 

In connection with this transaction, Goldman, Sachs & Co. is acting as financial
advisor and Gibson, Dunn & Crutcher LLP as legal advisor to Allergan. Centerview
Partners LLC is acting as exclusive financial advisor and provided a fairness
opinion to MAP Pharmaceuticals, and Latham & Watkins LLP as legal advisor to
MAP. 

Investor Information Call

Allergan will host a 30-minute conference call on Wednesday, January 23, 2013,
commencing at 8:00 a.m. Pacific Time (11:00 a.m. Eastern Time) to discuss and
provide additional information regarding the proposed acquisition of MAP
Pharmaceuticals. 

You may participate in this call by dialing 1-888-677-5720 or call
1-312-470-0056 from international locations. A passcode, Allergan Conference
Call, will be required. David E.I. Pyott, Allergan`s Chairman of the Board,
President and Chief Executive Officer, will comment on the proposed acquisition.


The live Web cast can be accessed through the Allergan Web site,
www.Allergan.com, beginning at 8:00 a.m. Pacific Time. A replay of the
discussion will be available soon after the call and can be accessed through
www.Allergan.com, 1-800-365-4718 for domestic locations or 1-203-369-3119 for
international locations. A passcode will not be required for the replay. The
replay will be available for one week following the live call. 

About MAP Pharmaceuticals, Inc.

MAP Pharmaceuticals is a biopharmaceutical company focused on developing and
commercializing new therapies to address undermet patient needs in neurology.
The Company is developing LEVADEX, an orally inhaled investigational drug for
the acute treatment of migraine. The New Drug Application for LEVADEX is
currently under review by the U.S. Food and Drug Administration. MAP
Pharmaceuticals has entered into a collaboration agreement with Allergan, Inc.
to co-promote LEVADEX to neurologists and pain specialists in the U.S. and
Canada. The Company also applies its proprietary drug particle and inhalation
technologies to generate new pipeline opportunities by enhancing the therapeutic
benefits of proven drugs, while minimizing risk by capitalizing on their known
safety, efficacy and commercialization history. Additional information about MAP
Pharmaceuticals can be found at http://www.mappharma.com. 

About Allergan, Inc.

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 life`s
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: www.allergan.com. 

Forward-Looking Statements

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,
the statements by Mr. Pyott and Mr. Nelson and other statements regarding the
timing, and the closing of the tender offer and merger transactions, the
expected benefits of the transaction, the expected dilution and accretion to
earnings, the anticipated 2013 earnings per share growth expectations,
Allergan`s plans to operate MAP 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 Allergan's or MAP`s expectations and projections. Risks and
uncertainties include, among other things, uncertainties as to the timing of the
tender offer and merger; uncertainties as to how many of MAP`s 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 FDA 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 MAP`s 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
company`s 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 and
MAP expressly disclaim 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. 

Additional Information and Where to Find It

The tender offer described in the release has not yet commenced and the release
is neither an offer to purchase nor a solicitation of an offer to sell shares of
common stock of MAP. At the time the tender offer is commenced, Allergan and its
new wholly owned subsidiary, Groundhog Acquisition, Inc., will file with the SEC
a Tender Offer Statement on Schedule TO, and MAP will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. 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 will contain important
information which should be read carefully before any decision is made with
respect to the tender offer. The Tender Offer Statement and the
Solicitation/Recommendation Statement will be available for free at the SEC`s
website at www.sec.gov. Free copies of these materials and other tender offer
documents will be made available by the information agent for the tender offer. 

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 Commission at 1-800-SEC-0330 for further information on
the public reference room. Allergan`s and MAP`s 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.

Allergan Contacts:
Bonnie Jacobs (856) 912-9965 (media)
jacobs_bonnie@allergan.com
Cathy Taylor (949) 293-4453 (media)
taylor_cathy@allergan.com
Jim Hindman (714) 246-4636 (investors)
Joann Bradley (714) 246-4766 (investors)
David Nakasone (714) 246-6376 (investors)
MAP Contacts:
Lisa Borland (650) 386-3122 (media)
Chris Chai (650) 386-3107 (investors) 

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