Allergan Commences Cash Tender Offer for All Outstanding Shares of MAP Pharmaceuticals

Thu Jan 31, 2013 9:00am EST

* Reuters is not responsible for the content in this press release.

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 MAP`s 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 MAP`s 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. 

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. 

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.

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: 

Notice to Investors

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 SEC`s website: 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. 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 

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,
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 Allergan`s expectations and projections. Risks and uncertainties include,
among other things, 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 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 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 expressly disclaims any intent or obligation to
update these forward-looking statements except as required by law. Additional
information about Allergan is available at or you can contact
the Allergan Investor Relations Department by calling (714) 246-4636. Additional
information about MAP is available at

D.F. King & Co., Inc., (212) 269-5550 or (800) 347-4750
Allergan Investor Relations, (714) 246-4636
Media Inquiries (Bonnie Jacobs), (714) 246-5134 

Copyright Business Wire 2013

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