Map Pharmaceuticals, Inc. (MM)【MAPP】株式ニュース

Congrats to all shareholders!!!

IRVINE, Calif. & MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--

Allergan, Inc. (AGN) and MAP Pharmaceuticals, Inc. (MAPP)

today jointly announced that they have entered into a definitive merger

agreement whereby Allergan will acquire 100% of the shares of MAP

Pharmaceuticals for a price of $25.00 per share. MAP Pharmaceuticals is

a biopharmaceutical company focused on developing and commercializing

new therapies in Neurology, including LEVADEX®, an orally inhaled drug

for the potential acute treatment of migraine in adults. LEVADEX® is

currently under review with the U.S. Food and Drug Administration (FDA).

The transaction, which has been unanimously approved by the boards of

directors of both companies, will be accomplished pursuant to a cash

tender offer followed by a second step merger. The per share cash offer

price represents a 60% premium over MAP’s closing stock price on the

Nasdaq Stock Market of $15.58 on January 22, 2013, and represents a

total equity value of approximately $958 million, on a fully-diluted

basis. The acquisition is expected to close late in the first quarter or

in the second quarter of 2013.

“One of the key drivers of Allergan’s continued success is our focus on

medical specialties where we have extensive knowledge of physician and

patient needs, and can provide a broad portfolio of products,” said

David E.I. Pyott, Chairman of the Board, President and Chief Executive

Officer, Allergan. “Allergan has a record of leadership in the

Neurosciences field and, according to a recent physician survey, is now

perceived as the #1 company in prophylactic migraine management by

physicians. During the past few years, Allergan has received regulatory

approvals in 56 countries for BOTOX® for use in the treatment of chronic

migraine. As a result, thousands of patients who suffer from chronic

migraine have benefited from this important treatment option. We plan to

capitalize on this depth of expertise in Neurology as we continue the

global development of LEVADEX® as a potential acute treatment for

migraine that is complementary to BOTOX® and use MAP’s proprietary drug

particle and inhalation technologies to generate new pipeline

opportunities.”

“Through our dedicated employees at MAP Pharmaceuticals, we have made

tremendous progress to date with our lead product candidate, LEVADEX®,

enabling us to realize substantial value for our stockholders through

this transaction,” said Timothy S. Nelson, President and Chief Executive

Officer, MAP Pharmaceuticals. “We are pleased that we and Allergan share

similar values and a common vision in neuroscience that make for a

strong cultural and scientific fit between our companies. We believe

this acquisition by our partner Allergan will increase the potential for

our product candidates to make a meaningful difference for patients we

have worked so hard to serve.”

In January 2011, Allergan entered into a collaboration agreement with

MAP to co-promote LEVADEX®, contingent upon potential regulatory

authority approvals in the U.S. and Canada, to neurologists and pain

specialists in these markets. In May 2011, MAP initially submitted a New

Drug Application (NDA) for LEVADEX® to the FDA. In October 2012, MAP

resubmitted its NDA, which included additional data and provided

responses to FDA comments. In November 2012, MAP announced that its NDA

resubmission for LEVADEX® was accepted for filing by the FDA and that

the FDA has classified the resubmission as a complete Class 2 response

and has set a goal date of April 15 th , 2013 under the

Prescription Drug User Fee Act (PDUFA).

Assuming this transaction closes as planned, and approval of LEVADEX®

occurs on or before the PDUFA date of April 15 th , 2013,

Allergan anticipates that this transaction will be dilutive to 2013

earnings per share by approximately $0.07 and accretive to earnings per

share by the second half of 2014. Allergan will provide 2013 guidance on

its February 5, 2013 earnings call. Allergan currently anticipates that,

excluding this transaction, 2013 earnings per share growth expectations

will fall within our mid-teens growth aspiration.

Allergan expects to fund the transaction with a combination of cash on

hand, cash equivalents and short-term borrowings under its commercial

paper program. The transaction is not subject to any financing

contingency.

About the Cash Tender Offer

Under the terms of the definitive merger agreement, Allergan will

commence a cash tender offer to purchase all of MAP’s outstanding shares

for $25.00 per share, net to the seller in cash, without interest and

less any applicable withholding taxes. The tender offer will remain open

for at least 20 business days. The completion of the tender offer is

subject to the tender of at least a majority of MAP’s outstanding shares

of common stock (on a fully diluted basis), the expiration or

termination of the waiting period under the Hart-Scott-Rodino Antitrust

Improvements Act, and other customary closing conditions. The merger

agreement also provides for the parties to effect, subject to customary

conditions, a merger following the completion of the tender offer which

would result in all shares not tendered in the tender offer being

converted into the right to receive $25.00 per share, net to the holder

in cash, without interest and less any applicable withholding taxes. The

board of directors of MAP has unanimously agreed to recommend that MAP’s

stockholders tender their shares to Allergan in the tender offer. All of

MAP’s directors and executive officers and a major stockholder of MAP

affiliated with a director, collectively owning approximately 9 percent

of MAP’s outstanding common stock, have entered into a tender and

support agreement with Allergan committing to tender all of their MAP

shares in the tender offer and, if applicable, to vote in favor of the

merger.

In connection with this transaction, Goldman, Sachs & Co. is acting as

financial advisor and Gibson, Dunn & Crutcher LLP as legal advisor to

Allergan. Centerview Partners LLC is acting as exclusive financial

advisor and provided a fairness opinion to MAP Pharmaceuticals, and

Latham & Watkins LLP as legal advisor to MAP.

Investor Information Call

Allergan will host a 30-minute conference call on Wednesday, January 23,

2013, commencing at 8:00 a.m. Pacific Time (11:00 a.m. Eastern Time) to

discuss and provide additional information regarding the proposed

acquisition of MAP Pharmaceuticals.

You may participate in this call by dialing 1-888-677-5720 or call

1-312-470-0056 from international locations. A passcode, Allergan

Conference Call , will be required. David E.I. Pyott, Allergan’s

Chairman of the Board, President and Chief Executive Officer, will

comment on the proposed acquisition.

The live Web cast can be accessed through the Allergan Web site, www.Allergan.com,

beginning at 8:00 a.m. Pacific Time. A replay of the discussion will be

available soon after the call and can be accessed through www.Allergan.com,

1-800-365-4718 for domestic locations or 1-203-369-3119 for

international locations. A passcode will not be required for the replay.

The replay will be available for one week following the live call.

About MAP Pharmaceuticals, Inc.

MAP Pharmaceuticals is a biopharmaceutical company focused on developing

and commercializing new therapies to address undermet patient needs in

neurology. The Company 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 Pharmaceuticals has entered into a

collaboration agreement with Allergan, Inc. to co-promote LEVADEX® to

neurologists and pain specialists in the U.S. and Canada. The Company

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 Pharmaceuticals can be found at http://www.mappharma.com.

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.

Forward-Looking Statements

This press release contains "forward-looking statements," relating to

the acquisition of MAP Pharmaceuticals by Allergan. All statements other

than historical facts included in this press release, including, but not

limited to, the statements by Mr. Pyott and Mr. Nelson and other

statements regarding the timing, and the closing of the tender offer and

merger transactions, the expected benefits of the transaction, the

expected dilution and accretion to earnings, the anticipated 2013

earnings per share growth expectations, Allergan’s plans to operate MAP

and any assumptions underlying any of 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 or MAP’s expectations and projections. Risks

and uncertainties include, among other things, uncertainties as to the

timing of the tender offer and merger; 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 FDA 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.

Additional Information and Where to Find It

The tender offer described in the release has not yet commenced and the

release is neither an offer to purchase nor a solicitation of an offer

to sell shares of common stock of MAP. At the time the tender offer is

commenced, Allergan and its new wholly owned subsidiary, Groundhog

Acquisition, Inc., will file with the SEC a Tender Offer Statement on

Schedule TO, and MAP will file a Solicitation/Recommendation Statement

on Schedule 14D-9 with respect to the tender offer. 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 will contain

important information which should be read carefully before any decision

is made with respect to the tender offer. The Tender Offer Statement and

the Solicitation/Recommendation Statement will be available for free at

the SEC’s website at www.sec.gov.

Free copies of these materials and other tender offer documents will be

made available by the information agent for the tender offer.

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

Commission 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.

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