Allergan, Inc. Announces Expiration of Tender Offer for All Outstanding Shares of MAP Pharmaceuticals, Inc. and Intent to Exercise Top-Up Option to Effect a Short-Form Merger

Fri Mar 1, 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 the expiration of the
tender offer (the "Offer") initiated by its wholly-owned subsidiary, Groundhog
Acquisition, Inc. ("Purchaser"), on January 31, 2013 to purchase all of the
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, as set forth in the Tender Offer
Statement on Schedule TO filed by Purchaser and Allergan with the U.S.
Securities and Exchange Commission on January 31, 2013. The Offer and withdrawal
rights expired at 12:00 midnight, New York City time, on the night of February
28, 2013. 

According to the final report of the depository for the Offer, as of the
expiration of the Offer, a total of 30,500,220 shares of MAP common stock
(including approximately 2,717,161 shares subject to guarantees of delivery)
were validly tendered and not properly withdrawn prior to the expiration of the
Offer, which represent approximately 85.5% of all outstanding shares of MAP
common stock and approximately 75.1% of all outstanding shares of MAP common
stock on a fully diluted basis. The aggregate number of shares of MAP common
stock validly tendered and not properly withdrawn pursuant to the Offer
satisfies the condition to the Offer that at least a majority of the outstanding
shares of MAP common stock (on a fully diluted basis) be validly tendered and
not properly withdrawn prior to the expiration of the Offer. Accordingly,
Purchaser has accepted for payment and will promptly pay for all such tendered
shares in accordance with the terms of the Offer. 

Pursuant to the Agreement and Plan of Merger, dated as of January 22, 2013, by
and among Allergan, Purchaser and MAP (the "Merger Agreement"), following
consummation of the Offer, Allergan and Purchaser intend to promptly effect a
"short-form" merger of Purchaser with and into MAP under Delaware law (the
"Merger"), with MAP continuing as the surviving corporation and a wholly-owned
subsidiary of Allergan. In order to obtain a sufficient number of shares of MAP
common stock to accomplish the Merger pursuant to the "short-form" merger
procedures under Delaware law, Purchaser intends to exercise the "top-up" option
granted to it by MAP under the Merger Agreement (the "Top-Up Option"). The
Top-Up Option entitles Purchaser to purchase from MAP newly issued shares of MAP
common stock in an amount equal to the lowest number of shares that, when added
to the number of shares owned by Allergan and Purchaser at the time of the
exercise of the Top-Up Option, will constitute one share more than 90% of the
number of shares of MAP common stock then outstanding (after giving effect to
the issuance of such shares). 

At the effective time of the Merger, any shares of MAP common stock not
purchased in the 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, will be converted into the right to receive the same cash price per
share paid in the Offer ($25.00 per share), without interest and less any
applicable withholding taxes. Following the Merger, Allergan intends to cause
MAP`s common stock to be delisted from the NASDAQ Global Select Market. 

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: 

Forward-Looking Statements

This press release contains "forward-looking statements," relating to the
acquisition of MAP by Allergan. All statements other than historical facts
included in this press release, including, but not limited to, statements
regarding the timing and closing of the merger transaction, exercise of the
Top-Up Option and the delisting of the MAP common stock from the NASDAQ Global
Select Market, and any assumptions underlying 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 events or results could vary materially from
Allergan`s expectations and projections. Risks and uncertainties include, among
other things, the ability to effect the transactions on a timely basis or at
all, 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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