Botox manufacturer Allergan has signed a definitive merger agreement to buy breast implant maker Inamed for roughly $3.2 billion.
Under the acquisition deal, which is almost identical to a proposal announced in November, Allergan would exchange for each Inamed share either $84 in cash or 0.8498 of a share of Allergan common stock.
"The signing of the merger agreement by both parties marks a significant milestone in the process of combining the two companies and delivering on our vision to create a world leading franchise in the high-growth medical aesthetics arena," said David Pyott, president and CEO of Allergan.
As part of the agreement, Inamed has returned to European drugmaker Ipsen its rights to the botulinum toxin product Reloxin. The product is similar to Allergan's Botox Cosmetic (botulinum toxin type A), and the divesture aims to minimize antirust concerns. "With the execution of a termination agreement regarding Reloxin, we are moving rapidly to clear all regulatory hurdles and obtain Federal Trade Commission and other governmental clearances to consummate the acquisition," Pyott said. The companies hope to finalize the deal in January.
The latest deal follows a recent move by Medicis Pharmaceutical to terminate its merger agreement with Inamed. Medicis' bid was roughly $450 million less than what Allergan is offering. Medicis received a $90 million termination fee from Inamed. "After careful evaluation by the board of directors with consultation from outside counsel and financial advisors, we have concluded that it is in the best interests of Medicis shareholders not to raise our offer for Inamed," said Jonah Shacknai, chairman and CEO of Medicis.