Allergan, Inc. has made a $3.2 billion cash-and-stock offer to acquire Inamed Corporation. The company has proposed acquisition per share consideration of $84.00 in cash or 0.8498 of a share of common Allergan stock, at the election of the holder. Elections of Inamed stockholders are subject to terms such that the total value of the consideration payable will be $1.45 billion in cash and 17.9 million shares of Allergan.

The offer values Inamed at approximately $3.2 billion, a premium of approximately $450 million over the current value of Medicis' offer based on Medicis' closing price on the NYSE of $29.67. The proposed acquisition would accelerate Allergan's sales growth and is expected to be accretive to Allergan's cash earnings per share in 2007 and beyond.

The offer has been approved by Allergan's Board of Directors and communicated by David E.I. Pyott, Allergan's Chairman of the Board, President and Chief Executive Officer to Nicholas L. Teti, Inamed's Chairman of the Board, President and Chief Executive Officer.

Inamed's aesthetic brand names include various dermal fillers, which are complementary to Allergan's Botox Cosmetic (botulinum toxin type A), as well as the leading breast aesthetics portfolio. The acquisition also would add to Allergan's product portfolio a key growth driver in the rapidly expanding obesity market: Inamed Health's BioEnterics LAP-BAND System, a market-leading, minimally invasive surgical device used to treat obesity.

According to the company release, the proposed acquisition is expected to accelerate Allergan's sales growth. The acquisition is estimated to generate significant and achievable revenue and cost synergies, and as a result, to be neutral to Cash EPS in 2006 and accretive to Cash EPS in 2007 and beyond. The acquisition also will facilitate upper teens earnings growth after incremental pharmaceutical R&D investment.

The combined company would offer customers and patients a broad and unique mix of complementary treatments within medical aesthetics. Enhanced product lines and services would provide patients with a range of aesthetic and dermatologic products to meet their varied needs, added the release.

The acquisition is conditioned upon customary governmental and regulatory approvals, and other standard closing conditions. Allergan is committed to the rapid and efficient divestiture of Reloxin, Inamed's botulinum toxin type A product in order to minimize any potential antitrust issues in the acquisition, stated the release.