Allergan, Inc. (NYSE: AGN) (“Allergan”) today announced that its
wholly-owned subsidiary, Groundhog Acquisition, Inc. (“Purchaser”),
has commenced a tender offer to purchase all outstanding shares of
common stock of MAP Pharmaceuticals, Inc. (NASDAQ: MAPP) (“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”), which Allergan and MAP
announced on January 22, 2013. The Merger Agreement provides, among
other things, that after completion of the tender offer, and
subject to customary conditions, Purchaser will merge with and into
MAP (the “Merger”), with MAP continuing as the surviving
corporation and a wholly-owned subsidiary of Allergan. Immediately
prior to the effective time of the Merger, any shares not purchased
in the tender offer will be converted into the right to receive the
same cash price per share paid in the tender offer (other than
shares held by Allergan, Purchaser, MAP or any of its wholly-owned
subsidiaries, and any shares held by any MAP stockholders who
validly exercise their appraisal rights in connection with the
Merger), without interest and less any applicable withholding
taxes.
The board of directors of MAP has unanimously determined, among
other things, that the tender offer is advisable, fair to and in
the best interests of MAP and its stockholders and has unanimously
agreed to recommend that MAP’s stockholders accept the tender offer
and tender their shares to Purchaser.
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 any waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and other customary closing conditions. There is
no financing condition to the Offer.
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.
Purchaser and Allergan are filing with the U.S. Securities and
Exchange Commission (the “SEC”) today a Tender Offer Statement on
Schedule TO (the “Schedule TO”), including an Offer to Purchase
(the “Offer to Purchase”), a related Letter of Transmittal (the
“Letter of Transmittal”) and other related materials, setting forth
in detail the complete terms and conditions of the tender offer.
Additionally, MAP is filing with the SEC today a
Solicitation/Recommendation Statement on Schedule 14D-9 setting
forth in detail, among other things, the unanimous recommendation
of the board of directors of MAP that MAP stockholders accept the
tender offer, tender their shares to Purchaser and, if required by
applicable law, vote in favor of the adoption of the Merger
Agreement and the transactions contemplated thereby, including the
Merger and the tender offer.
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 Merger Agreement and
applicable rules and regulations of the SEC.
The information agent for the tender offer is D.F. King &
Co., Inc. (the “Information Agent”). MAP stockholders who need
additional copies of the Offer to Purchase, Letter of Transmittal
or related materials or who have questions regarding the tender
offer should contact the Information Agent toll-free at (800)
347-4750.
American Stock Transfer & Trust Company, LLC is acting as
depositary for the tender offer. Goldman, Sachs & Co. is acting
as dealer manager for the tender offer, and Gibson, Dunn and
Crutcher LLP is acting as legal advisor to Allergan.
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.
Notice to Investors
The tender offer described in this press release has commenced,
but 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 or will be 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 Pharmaceuticals 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 and merger transactions
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
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 expressly
disclaims 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.
Map Pharmaceuticals, Inc. (MM) (NASDAQ:MAPP)
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