ALLERGAN OFFERS $3.5 BILLION TO BUY INAMED

Pharmaceutical firm Allergan, maker of the antiwrinkle treatment Botox, has offered roughly $3.2 billion to buy cosmetic device manufacturer Inamed -- a proposal that comes as Inamed already is considering a merger deal with dermatology products firm Medicis Pharmaceutical.

Allergan's acquisition of Inamed would create a leading franchise in "high-growth medical aesthetics," said Allergan, noting the synergies between the companies.

Inamed's aesthetic brands include dermal fillers, which are complementary to Allergan's Botox Cosmetic (botulinum toxin type A), as well as the leading breast aesthetics portfolio, Allergan said. Under the acquisition proposal, Allergan would immediately divest Inamed's license to Reloxin, a botulinum toxin type A product, in an effort to minimize any potential antitrust issues in the acquisition.

Allergan is offering $84 in cash or 0.8498 of a share of Allergan common stock for Inamed. The total deal of $3.2 billion is roughly $450 million more than what Medicis has offered to purchase Inamed.

Medicis and Inamed announced a definitive merger agreement last March. In a recent statement, Medicis said it remains confident that Inamed's shareholders will see the superior value inherent in a Medicis-Inamed combination. "We remain fully committed to the deal," Medicis said.

Allergan touted its position. "As well as being financially superior to Inamed's current merger agreement, Allergan can provide the financial resources, and scientific and management expertise necessary to fully realize the potential of Inamed's products," said David Pyott, Allergan's chairman of the board, president and CEO of Allergan.

The Inamed board of directors recently held a meeting to discuss the proposals. After conferring with the company's legal and financial advisors, the board released a statement that it had determined the Allergan proposal could prove superior to the deal it has with Medicis.

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