Allergan, Inc. & MAP Pharmaceuticals, Inc. Announce the Federal Trade Commission Has Granted Early Termination of Waiting Per...
08 February 2013 - 1:00AM
Business Wire
Allergan, Inc. (NYSE: AGN) (“Allergan”) and MAP Pharmaceuticals,
Inc. (NASDAQ: MAPP) (“MAP”) today announced that the Federal Trade
Commission has granted early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “HSR Act”), with respect to the tender offer for all
of the outstanding shares of common stock of MAP by Groundhog
Acquisition, Inc. (“Purchaser”), a wholly-owned subsidiary of
Allergan.
As previously announced, on January 31, 2013, Purchaser
initiated a tender offer to purchase all outstanding shares of
common stock of 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”).
The termination of the HSR Act waiting period satisfies one of
the conditions to the completion of the tender offer. Completion of
the tender offer remains subject to other customary conditions as
set forth in the Offer to Purchase filed by Purchaser and Allergan
with the U.S. Securities and Exchange Commission (the “SEC”) on
January 31, 2013, including the tender of at least a majority of
the outstanding shares of common stock of MAP on a fully diluted
basis. 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 terms of
the Merger Agreement and applicable rules and regulations of the
SEC.
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.
About MAP Pharmaceuticals,
Inc.
MAP Pharmaceuticals is a biopharmaceutical company focused on
developing and commercializing new therapies to address undermet
patient needs in neurology. MAP 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 has entered into a
collaboration agreement with Allergan to co-promote LEVADEX® to
neurologists and pain specialists in the U.S. and Canada. MAP 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 can be found at
http://www.mappharma.com.
Notice to Investors
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 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: 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. 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.
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
the closing of the tender offer transaction 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 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 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.
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