ZLTQ Zeltiq Aesthetics, Inc.

Delivery of this Proxy Statement to Multiple Stockholders with the Same Address

The SEC has adopted rules that permit companies and intermediaries (for example, brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address, if we believe the stockholders are members of the same family, by delivering a single proxy statement addressed to those stockholders. Each stockholder will continue to receive a separate proxy card or voting instruction card. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies by reducing the volume of duplicate information.

A number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If your household received a single proxy statement, but you would prefer to receive your own copy, please notify your broker and direct your written request to ZELTIQ Aesthetics, Inc., Attention: Investor Relations, 4410 Rosewood Drive, Pleasanton, CA 94588, or contact our Investor Relations Department at (925) 474-2500. If you would like to receive your own set of our proxy materials in the future, please contact your broker and ZELTIQ Aesthetics, Inc., Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number. Conversely, if you and another person sharing your same address are receiving multiple copies of annual reports or proxy statements and you would like to request that you only receive one copy, please contact your broker and ZELTIQ Aesthetics, Inc., Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Stockholder List

A list of ZELTIQ stockholders entitled to vote at the Special Meeting will be available for inspection at our principal executive offices located at 4410 Rosewood Drive, Pleasanton, CA 94588, at least 10 days prior to the date of the Special Meeting and continuing through the Special Meeting for any purpose germane to the meeting. The list will also be available at the meeting for inspection by any stockholder present at the meeting.

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PROPOSAL 1 — ADOPTION OF THE MERGER AGREEMENT

THE MERGER

The discussion under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement” summarizes the material terms of the merger. Although we believe that the description covers the material terms of the merger, this summary may not contain all of the information that is important to you. We urge you to read this proxy statement, the merger agreement and the other documents referred to herein carefully for a more complete understanding of the merger. The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, which is attached as Annex A to this proxy statement and incorporated by reference into this proxy statement.

Background of the Merger

Our board of directors, also referred to herein as “our board”, and senior management periodically review our long-term strategy of becoming a leading medical technology company focused on developing and commercializing products utilizing our proprietary controlled cooling technology platform. As part of this process, our senior management has engaged in business development discussions with aesthetics companies, medical device companies and other third parties.

We initially established a relationship with Allergan, Inc. (prior to its combination with Actavis plc and the change in name of the parent company to Allergan plc) in mid-2014 when we began discussing a marketing partnership that resulted in a pilot program where CoolSculpting ^® patients could earn points in their Allergan Brilliant Distinctions ^® account for CoolSculpting treatments and Allergan Botox ^® and Juvederm ^® patients would be eligible to receive a coupon for a rebate on a CoolSculpting treatment. In connection with establishing that partnership, ZELTIQ and Allergan entered into a confidentiality agreement on July 25, 2014 that was subsequently extended for one year on August 28, 2015.

On January 9, 2015, Allergan delivered to ZELTIQ an unsolicited written nonbinding expression of interest in acquiring ZELTIQ for $35 per share (a 19% premium over the closing price of the company common stock on January 8, 2016 of $28.49), after orally conveying such proposal to Mark Foley, our Chief Executive Officer.

Our board met telephonically on January 9, 2015 with our senior management and representatives of Cooley LLP, our outside counsel (“Cooley”), attending the meeting. Mr. Foley reviewed the expression of interest from Allergan and his initial discussion with Allergan. Cooley reviewed with our board its fiduciary duties in the context of considering an all-cash offer to acquire ZELTIQ. Senior management reviewed, and our board discussed, our preliminary financial results for 2014, the outlook for 2015 and our prospects, and our board determined that Allegan’s proposal undervalued ZELTIQ and authorized Mr. Foley to convey to Allergan that our board was not interested in pursuing a sale at the proposed price. In light of Allergan’s unsolicited expression of interest, our board also discussed retaining a financial advisor to assist our board in evaluating potential strategic alternatives going forward, including the Allergan proposal. Mr. Foley subsequently communicated our board’s position to a senior representative of Allergan.

On January 22, 2015, our board held a meeting to further consider retaining a financial advisor to assist in the evaluation of the Allergan proposal and our potential strategic alternatives going forward. Representatives of senior management and Cooley also attended the meeting. During the meeting, representatives of two potential financial advisors made presentations to our board. Following the meeting, our board authorized the retention of one of these financial advisors (such financial advisor was not involved in connection with the merger agreement with Allergan) (“our prior financial advisor”).

On February 3, 2015, our board held a telephonic meeting. Our senior management and representatives of our prior financial advisor and Cooley also attended the meeting. Representatives of our prior financial advisor reviewed the financial aspects of the Allergan proposal and discussed a potential process for conducting a market check. Our board asked questions and discussed next steps.

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From February 3, 2015 until April 23, 2015, representatives of Allergan and ZELTIQ engaged in negotiations at the direction of our board, which held multiple meetings during this period. During such time, ZELTIQ and Allergan agreed to, and Allergan conducted a limited due diligence process that gave Allergan access to certain non-public information about ZELTIQ focused on information impacting the potential purchase price, including our then five-year financial plan and forecast. Over the course of the negotiation, Allergan increased its proposed price to a range of $42-$45 per share, subject to due diligence. After Allergan increased its proposed price, ZELTQ permitted Allergan to conduct a full due diligence process.

During such time, representatives of our prior financial advisor reviewed with our board other potential strategic parties considering other investments in medical aesthetics or adjacent investments that could be contacted as part of a market check and considering the potential transaction price, including (i) Company A, a subsidiary of a transnational conglomerate, who was under an existing confidentiality agreement with ZELTIQ in connection with a potential marketing partnership and had recently indicated to Mr. Foley in the course of discussing a potential partnership, that Company A would be interested in being informed if ZELTIQ undertook any process in connection with a potential sale and (ii) Company B, a large specialty pharmaceutical company with an aesthetics business, who had recently indicated to Mr. Foley it would not be interested in engaging in any discussions with ZELTIQ given our marketing partnership with Allergan. Our board authorized our prior financial advisor to conduct the market check discussed with our board. In connection with such market check, our prior financial advisor contacted five potential strategic parties, including Company A and Company B, but none of these parties indicated any interest in considering an acquisition of ZELTIQ. Our prior financial advisor was not instructed to contact any potential financial parties because our board had determined that the deal size and ZELTIQ’s financial profile would require a greater equity investment and less leverage than would typically be required by financial sponsors.

On April 23, 2015, Mr. Foley had a call with Mr. Brent Saunders, Allergan’s Chief Executive Officer, during which the parties agreed to cease discussions because of differences in perspective on the value of ZELTIQ. The following day, we terminated the engagement of our prior financial advisor and requested that Allergan return or destroy all confidential information of ZELTIQ.

On September 3, 2015, Mr. Saunders called Mr. Foley to discuss the possibility of resuming discussions of an all-cash transaction with a price range of $45-$46.50 per share (the closing price of the Company’s common stock on the previous trading day was $32.37 per share). Mr. Foley indicated that he did not believe our board would view this proposal favorably under such terms. On September 4, 2015, Mr. Saunders called Mr. Foley again to discuss the possibility of a transaction in the $47-$49 per share price range.

On September 4, 2015, our board held a telephonic call to discuss the potential strategic transaction with Allergan and potential responses to Allergan’s proposal, which included our senior management and representatives of Cooley, after which it was communicated to Allergan by Mr. Foley that our board was not supportive of a transaction within the proposed price range and that any discussions would need to be conducted on a more expedited timeframe than earlier in the year because of the disruptive effect that the earlier discussions, and the prior due diligence process, had on ZELTIQ. Mr. Saunders indicated that Allergan would need to conduct further financial diligence to justify offering a higher price, and Allergan conducted due diligence on ZELTIQ over the next 18 days. In parallel, on September 5, 2015, ZELTIQ sent Allergan and its outside legal counsel, Debevoise & Plimpton LLP (“Debevoise”), a draft merger agreement prepared by Cooley, which the parties negotiated back and forth.

On September 14, 2015, ZELTIQ entered into an engagement letter with Guggenheim Securities, LLC, who we refer to as Guggenheim Securities, to serve as a financial advisor in connection with evaluating potential strategic alternatives, including a possible transaction with Allergan. In selecting Guggenheim Securities as its financial advisor, our board of directors considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the medical device industry.

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Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

On September 15, 2015, our board held a telephonic call to discuss the potential strategic transaction with Allergan. Our senior management and representatives of Cooley also attended the meeting. Our prior financial advisor also was reengaged under the terms of its prior engagement letter and attended a portion of the meeting. Our board received an update on the status of discussions, and Cooley reviewed with our board outstanding legal issues relating to the potential transaction. Representatives of our prior financial advisor reminded our board of the results of the market check it conducted on ZELTIQ’s behalf earlier in the year and the potential to contact each of those parties in connection with the new discussions.

On September 22, 2015, Mr. Sigurd Kirk, Allergan’s Executive Vice President, Business Development, called Mr. Foley to let him know that Allergan could not move forward with a proposed transaction at that time but provided no further reasons for electing not to move forward. The parties terminated all discussions. After this call, we provided notice of termination of our engagement to our prior financial advisor and Guggenheim Securities.

On April 5, 2016, Mr. Foley met with Mr. Saunders during a tradeshow to discuss the evolution of our business since September 2015, when the parties’ prior discussions terminated, but no discussions regarding a proposed transaction took place at that time.

On January 8, 2017, at Allergan’s request, Mr. Foley met with Mr. Kirk, Mr. Robert Stewart and Mr. William Meury of Allergan in San Francisco, California in conjunction with the J.P. Morgan Healthcare Conference. During the meeting, Mr. Kirk inquired into whether ZELTIQ would be open to potentially re- engaging in discussions regarding a potential transaction. On January 27, 2017, Mr. Kirk called Mr. Foley to discuss some open business issues and a possible path toward negotiating an acquisition of ZELTIQ. On February 1, 2017, Mr. Kirk had further discussions with Mr. Foley regarding setting up a meeting of Allergan’s and ZELTIQ’s respective counsel to discuss certain aspects of a potential transaction.

On February 6, 2017, representatives of ZELTIQ and representatives of Cooley met with representatives of Weil Gotshal & Manges LLP (“Weil”), Allergan’s outside antitrust counsel, at Weil’s offices in Washington, D.C., to discuss potential legal issues relating to a potential transaction.

On February 8, 2017, Mr. Kirk sent Mr. Foley by email a written non-binding expression of interest to acquire ZELTIQ for $53 per share. The letter indicated that Allergan was prepared to move very quickly, with a signing and announcement as early as February 13, 2017, and that Allergan would plan to restart negotiations from the draft merger agreement that Cooley had sent to Debevoise on September 17, 2015, with the principal changes including structuring the transaction as a one-step merger and the inclusion of a reverse termination fee of $50 million, as detailed in an annex to the expression of interest. The annex included the proposed covenants to the merger agreement relating to the antitrust approval process, the proposed circumstances under which a reverse termination fee would become payable and the proposed end date by which the merger would need to be consummated. Later that day, Mr. Foley had a telephonic conversation with Mr. Saunders to discuss the terms of Allergan’s proposal, during which Mr. Foley indicated that our board was not likely to support a transaction at $53 per share and would likely require a price of at least $60 per share. While Mr. Saunders indicated that there could be some price flexibility, Mr. Saunders indicated that Allergan was unwilling to pay $60 per share. Mr. Saunders also discussed the proposed covenants in the annex to the letter.

Later on February 8, 2017, our board held the first part of its regularly scheduled board meeting. Also participating in the meeting were our senior management and representatives of Cooley and, for a portion of the meeting, representatives of Guggenheim Securities. Prior to Guggenheim Securities joining the meeting, at the

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request of management, Mr. Foley reviewed the expression of interest received from Allergan and informed our board of the meeting earlier in the week to discuss potential legal issues relating to the proposed transaction, and Allergan’s communications since the meeting. Mr. Foley also explained that Mr. Saunders indicated that Allergan had sought the expedited timeline for the transaction because of other options and strategic alternatives Allergan was considering if Allergan could not acquire ZELTIQ. Mr. Foley advised our board that he believed that Allergan was seeking an expedited timeline because of the ongoing sales process for Cynosure, Inc., a competitor of ZELTIQ – a January 22, 2017 Bloomberg article had reported that Cynosure was in talks with its financial advisors to weigh its strategic options and identified Allergan as a potential bidder; Cynosure subsequently announced on February 14, 2017 it was being sold to another party. Cooley then reviewed our board’s fiduciary duties in the context of considering an all-cash offer, the potential process considerations given the timing of the transaction proposed by Allergan and the market check previously conducted in 2015 and answered our board’s questions. Cooley next made a presentation regarding the antitrust approval process, including potential timing, potential antitrust related risks and the antitrust-related covenants, end date and reverse termination fee proposed by Allergan in the expression of interest and answered our board’s questions. Our board next discussed the potential of retaining Guggenheim Securities again as its financial advisor based on, among other things, its knowledge of ZELTIQ, the proposed transaction and general industry expertise. Our board further discussed the fact that Guggenheim Securities had recently represented Allergan as a co-financial advisor in connection with its acquisition of LifeCell and Guggenheim Securities’ disclosure to management that it had been paid customary advisory fees for a dual advisor buy-side engagement and that Guggenheim Securities had confirmed that it was not currently representing Allergan on any engagements. Our board determined that they did not believe that this engagement would create a conflict of interest for Guggenheim Securities.

At the request of our board, representatives of Guggenheim Securities then joined the meeting. Our management reviewed the forecasted revenue for the first quarter of 2017 and the revenue projections in the financial model that had been shared with Allergan in 2015 and our board asked questions. The representatives of Guggenheim Securities then shared their preliminary financial analysis of the $53 per share offer and their perspectives on other potential acquirers of ZELTIQ, including discussions that they had, at the request of management, with Company C, a large pharmaceutical and consumer products company who had previously indicated in general business development discussions with Guggenheim Securities that it would have interest in being informed if a sale of ZELTIQ was imminent. Guggenheim Securities reached out to Company C when it appeared that Allergan would reengage at a meaningful price, and Company C had declined to participate. Mr. Foley confirmed that ZELTIQ had received no inbound expressions of interest from any other parties, including from any of the parties contacted in 2015, and explained why he did not believe that any of the parties contacted in 2015 would be interested in, or able to, engage in strategic discussions. Our board discussed our strategic alternatives, including remaining an independent company with an appreciating stock price, and the risks relating to sustaining high revenue growth rates and high revenue trading multiples. Our board also discussed other risks and uncertainties, including the risk that Allergan could become a competitor by acquiring Cynosure, and the potential negative impact that such an acquisition could have on our business and prospects. Our board then engaged in a discussion about possible counter proposals to Allergan on price and on the reverse termination fee. Following the discussion, our board approved a counter offer at a price per share of $58.50 and a reverse termination breakup fee of $100 million. Representatives of Guggenheim Securities then left the meeting. Our board then discussed the terms of the proposed engagement of Guggenheim Securities and authorized the retention of Guggenheim Securities on terms discussed during the meeting. Our board also discussed the proposed treatment of employee equity in the transaction, the potential for excise tax issues under Section 280G of the Internal Revenue Code for certain of the more recently hired ZELTIQ executives and potential employee retention issues, and resolved to address these matters in connection with the review of the proposed transaction.

On February 9, 2017, Mr. Foley called Mr. Saunders to convey the counter proposal and discuss the proposed covenants. Our board then commenced its regularly scheduled board meeting with members of ZELTIQ senior management attending. In addition to discussing the regular agenda items, throughout the meeting our board discussed new proposals from Allergan and authorized counterproposals. During a recess in the board meeting, Mr. Saunders called Mr. Foley and indicated that Allergan would be willing to increase its

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offer to $54.50 per share with a $50 million reverse termination fee subject to a proposal made by Allergan on certain merger agreement terms. When the board meeting reconvened, Mr. Foley discussed the revised Allergan proposal with our board and following a discussion, our board authorized a counterproposal of $57 per share with a reverse termination fee of $100 million. Mr. Foley then called Mr. Saunders to convey our board’s counterproposal. Mr. Saunders later called Mr. Foley back to discuss price and propose a reverse termination fee of $50 million, increasing to up to $100 million in two $25 million increments depending on when the agreement was terminated. During the recesses, Mr. Foley also consulted with representatives of Guggenheim Securities about the terms proposed by Allergan and the potential counterproposals. Our board again discussed Allergan’s latest proposal with senior management. Following a resolution by our board and additional negotiation, the parties subsequently agreed on $56.50 per share and a $75 million reverse termination fee. Also during the board meeting, senior management reviewed our preliminary five-year strategic plan, including key underlying assumptions, that was subsequently extrapolated by management into a ten-year strategic plan and provided to Guggenheim Securities.

Also on February 9, 2017, Cooley sent Debevoise and Weil comments on the merger agreement proposals, including the antitrust covenants, that were proposed in the expression of interest.

The same day, ZELTIQ and Allergan entered into a new confidentiality agreement. The following day, we reopened our electronic data room and commenced holding due diligence calls requested by Allergan.

On February 10, 2017, Debevoise sent Cooley a draft merger agreement. Between February 10, 2017, and the execution of the merger agreement, representatives of Cooley and Debevoise negotiated the terms of the merger agreement and related schedules.

In the morning of February 12, 2017, our board met telephonically to consider the revisions to Allergan’s proposal since our board last met. Also participating in the meeting were our senior management, representatives of Guggenheim Securities and Cooley. Prior to the meeting, the directors had received a summary of the proposed merger agreement prepared by Cooley, and a copy of the preliminary financial presentation to be made at the meeting by the representatives of Guggenheim Securities. The Cooley representatives reviewed the fiduciary duty considerations relating to the proposed sale of ZELTIQ and then reviewed the material terms of the proposed merger agreement, including the treatment of equity awards, deal protections, conditions to closing, the antitrust covenants, the end date and the termination fee and reverse termination fee and the remaining open issues, and responded to our board’s questions. Michael Fitzgerald, Senior Vice President, Global Human Relations, then joined the meeting and discussed with our board the employee retention and other equity compensation related matters. Mr. Fitzgerald, together with Cooley also led a discussion relating to the potential 280G issues for certain of the executive management team who joined ZELTIQ within the last few years. Our board was advised that ZELTIQ was still waiting to receive from PricewaterhouseCoopers the preliminary calculations of potential excess payments under Section 280G, the potential excise taxes that could be payable by these executives and the estimated cost of any gross-ups. Following a discussion, our board agreed in principle to the proposal that it would authorize fully grossed-up reimbursements of any excise taxes that would become payable by ZELTIQ management as a result of the sale to Allergan. Mr. Fitzgerald then left the meeting.

The representatives of Guggenheim Securities then made a presentation that included an overview of the sale process conducted on behalf of ZELTIQ since 2015 and reviewed the financial analyses of the $56.50 per share price, including the financial projections used for the discounted cash flow analysis, including the fact that non-cash compensation charges were treated as a cash expense and net operating losses were taken into account, and reviewed other indicia of value. Our board then engaged in a discussion and considered the value proposed by Allergan in the context of the preliminary financial analyses presented by Guggenheim Securities and our strategic alternatives, including risks relating to the long-term plan and ability to achieve a higher long term stock price than $56.50 per share. Our board also discussed whether we should delay entering into a transaction with Allergan to pursue a pre-signing market check and discussed whether a market check was likely to lead to a better proposal given that: (1) Allergan is considered the most logical acquirer of ZELTIQ; (2) in connection

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with the prior market check, no parties expressed any interest in an acquisition of ZELTIQ; (3) ZELTIQ received no other expressions of interest since 2015 and Guggenheim Securities through its general business discussions was not aware of any other potential interest in ZELTIQ other than Company C, (4) Cynosure, Inc., a competitor of ZELTIQ was known to be conducting a sale process and that process had not prompted any new interest in ZELTIQ and (5) the purchase price and financial profile of ZELTIQ precluded certain potential strategic acquirers and financial acquirers from submitting proposals. Our board further discussed the risk that Allergan would pursue the acquisition of Cynosure and terminate discussions with ZELTIQ if ZELTIQ delayed the process to conduct a pre-signing market check, particularly given that our board believed that Allergan had previously terminated discussions with us to pursue the acquisition of Kythera Biopharmaceuticals in early 2015 and a transaction with Pfizer in late 2015. Our board also considered the fact that the terms of the merger agreement would permit a third party to make an unsolicited proposal to acquire ZELTIQ and that ZELTIQ could terminate the merger agreement at any time prior to the time that ZELTIQ’s stockholders approve the adoption of the merger agreement to accept a superior offer, subject to the payment of a reasonable termination fee. The participants in the meeting agreed that the open issues in the merger agreement and the employee retention and compensation related issues needed to be resolved before our board approved the proposed transaction and agreed to reconvene for a meeting later in the day.

During the day of February 12, 2017, representatives of Cooley and Debevoise continued to negotiate the disclosure schedules, engage in diligence conversations and negotiate the final terms of the merger agreement. The parties also continued to discuss employee compensation related matters.

On the night of February 12, 2017, our board met telephonically to consider the revisions to the merger agreement and compensation/retention related arrangements. Also participating in the meetings were our senior management and representatives of Guggenheim Securities and Cooley. Prior to the meeting, a copy of the near complete draft of the merger agreement and proposed board resolutions were circulated to our board. Our board was updated on the negotiations that had occurred since the morning meeting and on the remaining open issues on compensation related matters and representatives of Cooley responded to questions. The Cooley representatives also reviewed the proposed board resolutions. Our board then agreed to a recess in the meeting.

During the recess of the board meeting, representatives of ZELTIQ and Allergan, Cooley and Debevoise participated in a conference call to discuss the outstanding issues on the disclosure schedule and compensation related issues.

The board meeting was then reconvened. Guggenheim Securities reviewed with our board Guggenheim Securities’ financial analysis of the merger consideration and rendered an oral opinion, confirmed by delivery of a written opinion dated February 13, 2017, to our board to the effect that, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration was fair, from a financial point of view, to holders of ZELTIQ’s common stock (excluding Allergan US, Merger Sub or any of their respective affiliates).

Following a discussion, our board of directors then unanimously determined that the merger agreement and the merger were in the best interests of ZELTIQ and its stockholders, approved the merger agreement and authorized its execution and resolved to recommend that the ZELTIQ stockholders adopt the merger agreement. After further discussion, our board unanimously authorized ZELTIQ to enter into an amendment to the offer letters of each of Michael Fitzgerald, Senior Vice President, Global Human Resources, Sergio Garcia, Senior Vice President, General Counsel and Corporate Secretary, Taylor C. Harris, Senior Vice President and Chief Financial Officer, and Todd E. Zavodnick, President, International, to provide each such individual, if subject to the excise tax under Section 280G in connection with the merger, with a payment such that each will retain an amount equal to the amount he would have received had the excise tax not applied.

The definitive merger agreement was executed by representatives of ZELTIQ, Allergan US, and Merger Sub in the early morning of February 13, 2017 and publicly announced shortly thereafter.

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Reasons for the Merger

Reasons for the Recommendation of the Board of Directors

On February 13, 2017, our board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable to, and in the best interest of, ZELTIQ and its stockholders, (ii) approved the execution, delivery, and performance by ZELTIQ of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (iii) resolved to recommend that ZELTIQ’s stockholders approve the adoption of the merger agreement.

Our board of directors considered the following factors (which are not listed in any relative order of importance) in reaching its conclusion to approve the merger agreement and the transactions contemplated thereby, including the merger, and to recommend approval of the adoption of the merger agreement to our stockholders, all of which it viewed as generally supporting its decision to approve the business combination with Allergan US:

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Our board of directors also considered the potential risks of the merger and other potentially negative factors, including the following:

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The board of directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger.

The foregoing discussion of our board of directors’ reasons for its recommendation to approve the merger is not meant to be exhaustive, but addresses the material information and factors considered by our board of directors in consideration of its recommendation. In view of the wide variety of factors considered by our board of directors in connection with its evaluation of the merger and the complexity of these matters, our board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, the directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of our board of directors may have been influenced to a greater or lesser degree by different factors. In arriving at their respective recommendations, the members of our board of directors were aware of the interests of executive officers and directors of ZELTIQ as described under “ The Merger—Interests of Our Directors and Executive Officers in the Merger. ”

Our board of directors unanimously recommends that you vote “FOR” the approval of the adoption of the merger agreement.

Opinion of ZELTIQ’s Financial Advisor

Overview

Our board of directors retained Guggenheim Securities as its financial advisor in connection with the potential sale of ZELTIQ. In selecting Guggenheim Securities as its financial advisor, our board of directors considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the medical device industry. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the February 13, 2017 meeting of our board of directors, Guggenheim Securities rendered an oral opinion, which was confirmed by delivery of a written opinion, to our board of directors to the effect that, as of

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February 13, 2017 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration was fair, from a financial point of view, to holders of ZELTIQ common stock (excluding Allergan US, Merger Sub or any of their respective affiliates).

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex B to this proxy statement and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith):

In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

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With respect to the information used in arriving at its opinion, Guggenheim Securities notes that:

Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

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Summary of Financial Analyses

Overview of Financial Analyses

This “Summary of Financial Analyses” presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to our board of directors in connection with Guggenheim Securities’ rendering of its opinion. Such presentation to our board of directors was supplemented by Guggenheim Securities’ oral discussion, the nature and substance of which may not be fully described herein.

Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities’ financial analyses.

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities’ view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities’ opinion.

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In arriving at its opinion, Guggenheim Securities:

With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

Certain Definitions

Throughout this “Summary of Financial Analyses , ” the following financial terms are used in connection with Guggenheim Securities’ various financial analyses:

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Recap of Implied Merger Financial Metrics

Based on the merger price of $56.50 per share in cash for each share of ZELTIQ common stock, Guggenheim Securities calculated various implied merger-related premia and multiples as outlined in the table below:

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ZELTIQ Financial Analyses

Recap of Financial Analyses. In evaluating ZELTIQ in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including selected publicly traded companies analysis, selected precedent merger and acquisition transactions analysis and discounted cash flow analyses. Solely for informational reference purposes, Guggenheim Securities also reviewed the historical trading price range for ZELTIQ common stock and Wall Street equity research analysts’ price targets for ZELTIQ common stock. The implied per share equity values for ZELTIQ reflected below were rounded to the nearest $0.10.

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Selected Publicly Traded Companies Analysis. Guggenheim Securities reviewed and analyzed ZELTIQ’s historical stock price performance, trading metrics and projected/forecasted financial performance compared to corresponding data for certain publicly traded companies that Guggenheim Securities deemed relevant for purposes of this analysis (i.e., medical device companies with market capitalizations of $350 million to $3.5 billion, 2016 to 2018 estimated growth of ~12% to ~35% and gross margins greater than 60%). The following 13 publicly traded companies were selected by Guggenheim Securities for purposes of this analysis:

Guggenheim Securities calculated, among other things, various public market trading multiples for ZELTIQ and the selected publicly traded companies (in the case of the selected publicly traded companies, based on Wall Street equity research consensus estimates and each company’s most recent publicly available financial filings), which are summarized in the table below:

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In performing its selected publicly traded companies analysis:

Selected Precedent Merger and Acquisition Transactions Analysis. Guggenheim Securities reviewed and analyzed certain financial metrics associated with certain selected precedent merger and acquisition transactions announced since 2010 involving a US-target company in the medical device sector with transaction values from $350 million to $3.5 billion, target company forward revenue growth rates greater than ~10% and target company forward gross margins of greater than 60% that Guggenheim Securities deemed relevant for purposes of this analysis. The following 16 precedent merger and acquisition transactions were selected by Guggenheim Securities for purposes of this analysis:

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Guggenheim Securities calculated, among other things and to the extent publicly available, certain implied change-of-control transaction multiples for the selected precedent merger and acquisition transactions (based on Wall Street equity research consensus estimates, each company’s most recent publicly available financial filings and certain other publicly available information), which are summarized in the table below:

In performing its selected precedent merger and acquisition transactions analysis:

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Discounted Cash Flow Analyses. Guggenheim Securities performed stand-alone discounted cash flow analyses of ZELTIQ based on projected after-tax unlevered free cash flows (including impact of stock-based compensation expenses (treated as cash expenses)) for ZELTIQ and an estimate of its terminal/continuing value at the end of the projection horizon. In performing its discounted cash flow analyses:

Other Financial Reviews and Analyses for Informational Reference Purposes

In order to provide certain context for the financial analyses in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews and analyses as summarized below for informational reference purposes. As a general matter, Guggenheim Securities did not consider such additional financial reviews and analyses to be determinative methodologies for purposes of its opinion.

ZELTIQ’s Stock Price Trading History . Guggenheim Securities reviewed ZELTIQ’s stock price trading history over various timeframes and noted, among other things, that ZELTIQ had significantly outperformed ZELTIQ’s peer index over the twelve months prior to the execution of the merger agreement.

Wall Street Equity Research Analyst Stock Price Targets . Guggenheim Securities reviewed selected Wall Street equity research analyst stock price targets for ZELTIQ as published prior to February 10, 2017 (the last practicable trading day prior to our board meeting to consider and approve the merger):

Other Considerations

Except as described in the summary above, ZELTIQ did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered

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in performing its financial analyses or providing its opinion. The type and amount of consideration payable in the merger were determined through negotiations between ZELTIQ and Allergan US and were approved by our board of directors. The decision to enter into the merger agreement was solely that of our board of directors. Guggenheim Securities’ opinion was just one of the many factors taken into consideration by our board of directors. Consequently, Guggenheim Securities’ financial analyses should not be viewed as determinative of the decision of our board of directors with respect to the fairness, from a financial point of view, of the merger consideration to be paid to holders of ZELTIQ common stock (excluding Allergan US, Merger Sub or any of their respective affiliates).

Pursuant to the terms of Guggenheim Securities’ engagement letter, ZELTIQ has agreed to pay Guggenheim Securities a cash transaction fee (based on a percentage of the aggregate consideration involved in the merger) upon consummation of the merger, which cash transaction fee is estimated to be approximately $21.8 million. In connection with Guggenheim Securities engagement, a cash milestone fee of $1.0 million became payable upon delivery of Guggenheim Securities’ opinion, which will be credited against the foregoing cash transaction fee. In addition, ZELTIQ has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement

As previously disclosed to our board of directors, during the past two years Guggenheim Securities not been engaged by, provided investment banking or financial advisory services to or received investment banking or financial advisory fees from ZELTIQ or Allergan, except as follows: (i) Guggenheim Securities was engaged as one of ZELTIQ’s financial advisors in connection its exploration of a potential sale transaction in September 2015, for which Guggenheim Securities did not receive any investment banking or financial advisory fees and (ii) Guggenheim Securities acted as financial advisor to an affiliate of Allergan US in connection with its recent acquisition of LifeCell Corporation, for which Guggenheim Securities received agreed upon fees of $10.0 million. In addition, Guggenheim Securities acted as financial advisor to AqueSys, Inc. in connection with its acquisition by an affiliate of Allergan US in 2015, for which Guggenheim Securities also received agreed upon fees. Guggenheim Securities may seek to provide ZELTIQ, Allergan US and their respective affiliates with certain financial advisory and investment banking services unrelated to the merger in the future, for which services Guggenheim Securities would expect to receive compensation.

Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of its and their customers, including: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities and its affiliates and related entities may (i) provide such financial services to ZELTIQ, Allergan US, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies, for which services Guggenheim Securities and any of its affiliates and related entities have received, and may receive, compensation and (ii) directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt and equity securities, loans and derivative products of or relating to ZELTIQ, Allergan US, other participants in the merger and their respective affiliates, subsidiaries, investment funds and portfolio companies. Furthermore, Guggenheim Securities or its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in ZELTIQ, Allergan US, other participants in the merger and their respective affiliates, subsidiaries, investment funds and portfolio companies.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to ZELTIQ, Allergan US, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies and the merger that differ from the views of Guggenheim Securities’ investment banking personnel.

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Certain Financial Forecasts Utilized by ZELTIQ in Connection with the Merger

We do not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results other than our annual guidance due to the inherent unpredictability of the underlying long term assumptions, estimates and projections. Our management prepared and provided to our board of directors updated forward-looking financial information for the years 2017 through 2026 for use in connection with the evaluation of the proposed merger and the merger consideration in comparison to our strategic alternatives, which were based on our most recent 10-year strategic plan dated February 8, 2017 (the “10-year Strategic Plan”). These internal financial forecasts for the years 2017 through 2026 (the “financial forecasts”) were reviewed by our board of directors and authorized by the board for use by our financial advisor, Guggenheim Securities.

The information set forth below is included solely to give ZELTIQ’s stockholders access to relevant portions of such financial projections and is not included in this proxy statement in order to influence any stockholder of ZELTIQ’s to vote in favor of the merger or for any other purpose, including whether or not to seek appraisal rights with respect to a stockholder’s shares of ZELTIQ’s common stock.

The financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles. In addition, the financial forecasts were not prepared with the assistance of or reviewed, compiled or examined by independent accountants. The financial forecasts do not comply with U.S. generally accepted accounting principles (“GAAP”). The financial forecasts may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the merger.

The financial forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond our management’s control. Important factors that may affect actual results and result in such forecasts not being achieved include: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the inability to complete the merger due to the failure to obtain stockholder approval for the merger or the failure to satisfy other conditions to completion of the merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, and risks and uncertainties pertaining to our business, including the risks and uncertainties detailed in our public periodic filings with the SEC. In addition, the financial forecasts may be affected by our ability to achieve strategic goals, objectives and targets over the applicable period. These assumptions upon which the financial forecasts were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which we operate, and the risk and uncertainties described under “ Caution Regarding Forward-Looking Statements ”, all of which are difficult or impossible to predict accurately and many of which are beyond our control and, upon consummation of the merger, will be beyond the control of Allergan US and the surviving corporation. The financial forecasts also reflect assumptions as to certain business decisions that are subject to change.

The financial forecasts were developed by ZELTIQ on a standalone basis without giving effect to the transactions contemplated by the merger agreement, and therefore the financial forecasts do not give effect to the merger and the other transactions contemplated by the merger agreement or any changes to ZELTIQ’s operations or strategy that may be implemented after the consummation of the merger, including any costs incurred in connection with the merger and the other transactions contemplated by the merger agreement. Furthermore, the financial forecasts do not take into account the effect of any failure of the transactions contemplated by the merger agreement to be completed and should not be viewed as accurate or continuing in that context.

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Accordingly, there can be no assurance that the financial forecasts will be realized, and actual results may vary materially from those shown. The inclusion of the financial forecasts in this proxy statement should not be regarded as an indication that any of ZELTIQ, Guggenheim Securities, Allergan US and Merger Sub or their respective affiliates, officers, directors, advisors or other representatives considered or consider the financial forecasts necessarily predictive of actual future events, and the financial forecasts should not be relied upon as such. None of ZELTIQ, Guggenheim, Allergan US, Merger Sub or their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the financial forecasts, and ZELTIQ undertakes no obligation to update or otherwise revise or reconcile the financial forecasts to reflect circumstances existing after the date such financial forecasts were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial forecasts are shown to be in error. None of ZELTIQ, or, to the knowledge of ZELTIQ, Allergan US and Merger Sub, intends to make publicly available any update or other revisions to the financial forecasts. None of ZELTIQ or its respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of ZELTIQ compared to the information contained in the financial forecasts or that forecasted results will be achieved. ZELTIQ has made no representation to Allergan US or Merger Sub, in the merger agreement or otherwise, concerning the financial forecasts.

The financial forecasts includes certain non-GAAP financial measures, including Adjusted EBITDA, EBITDA, EBIT and unlevered free cash flow (in each case, as defined below). Certain of the financial projections set forth herein may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by ZELTIQ may not be comparable to similarly titled amounts used by other companies.

In light of the foregoing factors and the uncertainties inherent in these projections, stockholders of ZELTIQ are cautioned not to place undue, if any, reliance on these projections.

Conversion of ZELTIQ Equity Awards to Allergan Equity Awards and Cash-Out of Certain ZELTIQ Equity Awards

As described above:

The tables below sets forth, for each of our executive officers and directors holding ZELTIQ stock options and/or restricted stock units as of March 1, 2017, (i) the aggregate number of shares subject to such stock options

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and restricted stock units, and the weighted average exercise price of such stock options; and (ii) the value of such stock options and restricted stock units on a pre-tax basis, calculated by (a) in the case of stock options, multiplying the excess of the $56.50 over the respective per share exercise prices of the applicable stock option by the number of shares subject to such stock options and (b) in the case of restricted stock units, multiplying $56.50 by the number of shares subject to such restricted stock units.

Since January 22, 2017 (the period commencing 60 days prior to the filing of this proxy statement), except for 3,000 shares sold by Mr. Brad Hauser and 20,000 shares sold by Mr. Foley pursuant to Rule 10b5-1 trading plans, none of our current executive officers or directors have sold shares of ZELTIQ common stock received upon exercise of ZELTIQ stock options or vesting of ZELTIQ restricted stock units. Our executive officers and directors may exercise their stock options prior to the merger to the extent such stock options are vested in accordance with their terms.

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Existing Offer Letters and Pro Rata Bonus

Each of the executive officers is party to an offer letter (in some cases, as amended) providing that if his employment is terminated by ZELTIQ without “cause” or by the “executive officer” for good reason within three months prior to, or 18 months after, a change in control, he will receive salary continuation and COBRA premium reimbursement for 12 months (24 months in the case of Mr. Foley); a payment equal to his target bonus for the year of termination (two times the target bonus in the case of Mr. Foley); and accelerated vesting of equity awards. Pursuant to the terms of the merger agreement this 18-month protection period is extended to 24 months with respect to the acceleration of the vesting of equity awards. ZELTIQ has entered into agreements with Mr. Zavodnick, Mr. Harris and Mr. Fitzgerald, who may be impacted by the excise tax under section 280G of the Internal Revenue Code, pursuant to which these executives will be provided with an additional payment, such that they will retain their full payments and benefits as if no 280G excise tax had applied. This indemnification does not extend to applicable income and employment taxes on payments due prior to the application of the excise tax. The maximum potential gross-payment is quantified below. The merger constitutes a change in control for purposes of the offer letters. In addition, pursuant to the terms of the merger agreement, each executive will be paid a pro rata portion of the annual incentive payments payable, if any, pursuant to the Company’s Annual Corporate Bonus Plan for the portion of the 2017 bonus period prior to the closing, based on actual achievement of corporate bonus targets through the closing, adjusted to reflect the merger.

Potential for Future Arrangements

To our knowledge, except for certain agreements described in this proxy statement between ZELTIQ and its executive officers and directors, no other employment, equity contribution or other agreement, arrangement or understanding between any executive officer or director of ZELTIQ, on the one hand, and Allergan or its affiliates, on the other hand, existed as of the date of this proxy statement, and the merger is not conditioned upon any executive officer or director of ZELTIQ entering into any such agreement, arrangement or understanding.

Although such arrangements have not, to our knowledge, been discussed as of the date of this proxy statement, it is possible that members of our current management team will enter into new employment or consulting arrangements with Allergan or its affiliates. Such arrangements may include the right to purchase or participate in the equity of Allergan or its affiliates. Any such arrangements with the existing management team are currently expected to be entered into after the completion of the merger and will not become effective until after the merger is completed, if at all. There can be no assurance that the applicable parties will reach an agreement on any terms, or at all.

Compensation Related to Transaction or Subsequent Termination

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our named executive officers that is based on or otherwise relates to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer receives may materially differ from the amounts set forth in the table.

The table below assumes that (1) the merger will occur on April 28, 2017, (2) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the named executive officer’s offer letter, (3) the named executive officer’s base salary rate, target bonus and COBRA premium rate will remain unchanged, (4) no named executive officer receives any additional equity grants or exercises any stock options on or prior to the merger and (5) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the merger, additional compensation or benefits. The amounts shown in the table do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest

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pursuant to their terms, on or prior to the merger, or the value of payments or benefits that are not based on or otherwise related to the merger. In the footnotes to the amounts shown in the table below, we refer to payments that are conditioned on both the occurrence of the merger as well as the named executive officer’s termination of employment as being payable on a “double-trigger” basis and we refer to payments that are conditioned only upon the occurrence of the merger as being payable on a “single-trigger” basis. The individuals named below represent the named executive officers that would be listed in our annual proxy with respect to the fiscal year ending December 31, 2016. As required by relevant SEC rules, we are also including our current Chief Financial Officer, Mr. Harris, in this table.

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Indemnification of Directors and Executive Officers and Insurance

Pursuant to the terms of the merger agreement, members of our board of directors and our executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see “ The Merger Agreement—Indemnification and Insurance ” (page 66).

Employment Arrangements

All of our executive officers have entered into agreements with us which contain provisions relating to our confidential information and the assignment of inventions. None of our executive officers is employed for a certain term, and employment with us is “at-will” and subject to termination at any time by either party for any reason, with or without cause. We have also entered into offer letters with our executive officers, some of which has been amended from time to time. The following description of the offer letters and arrangements reflect the terms and conditions of the agreements and arrangements as in effect on March 1, 2017.

General Compensation Terms

As of March 1, 2017, the offer letters provided for:

Severance Provisions

As of March 1, 2017, the offer letters provided for:

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Former Chief Financial Officer Severance and Consulting Arrangements

On February 25, 2016, ZELTIQ and Mr. Williams entered into a severance and consulting agreement. Pursuant to the terms of Mr. Williams’ severance and consulting agreement, Mr. Williams remained an employee of ZELTIQ until April 17, 2016, and will then serve as a consultant from April 18, 2016 until April 17, 2017, unless terminated earlier. Further, the severance and consulting agreement provides that Mr. Williams will: (a) receive severance of continued payment of his base cash compensation for a period of nine (9) months following April 17, 2018; (b) receive nine (9) months of COBRA health insurance premiums (or a shorter period if Mr. Williams becomes eligible for health insurance benefits through another employer); (c) be a participant in the ZELTIQ 2016 Corporate Bonus Plan for his service while he remains an employee of ZELTIQ, with a target bonus of 60% of his actual annual base cash compensation; and (d) receive a consulting fee equal to $1,000 per month, beginning April 18, 2016, until the earlier of (i) the expiration or termination of the period during which he provides consulting services to ZELTIQ, or (ii) the date on which he begins full-time employment with another company.

Former Chief Commercial Officer Severance and Consulting Arrangements

On January 5, 2017, ZELTIQ and Mr. Sullivan entered into a severance and consulting agreement. In accordance with the terms of Mr. Sullivan’s severance and consulting agreement, Mr. Sullivan remained an employee of ZELTIQ until January 16, 2017, and will then serve as a consultant from January 17, 2017, until July 17, 2018, unless terminated earlier. Further, the severance and consulting agreement provides that Mr. Sullivan will: (a) remain eligible to receive a bonus pursuant to the ZELTIQ 2016 Corporate Bonus Plan for his service in 2016, with a target bonus of 75% of his actual 2016 base cash compensation; and (b) receive a consulting fee equal to $37,000 per month, beginning January 17, 2017, until the expiration or termination of the period during which he provides consulting services to ZELTIQ. If Mr. Sullivan breaches the terms of his severance and consulting agreement by competing with ZELTIQ or soliciting ZELTIQ’s customers or employees, Mr. Sullivan will cease to receive such consulting fees, will repay all consulting fees already received and will forfeit any equity awards that vested after January 17, 2017.

Appraisal Rights

If the merger is completed, holders of ZELTIQ common stock will be entitled to appraisal rights under Section 262 of the Delaware General Corporation Law (“Section 262”), provided that they comply with the conditions established by Section 262.

The discussion below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to the text of the relevant provisions of Delaware law, which are attached to this proxy statement as Annex C. Stockholders intending to exercise appraisal rights should carefully review Annex C. Failure to follow precisely any of the statutory procedures set forth in Annex C may result in a termination or waiver of these rights.

A record holder of shares of ZELTIQ common stock who makes the demand described below with respect to such shares, who continuously is the record holder of such shares through the completion of the merger, who otherwise complies with the statutory requirements of Section 262 and who neither votes in favor of the adoption of the merger agreement nor consents thereto in writing will be entitled to an appraisal by the Delaware Court of Chancery (the “Delaware Court”) of the fair value of his or her shares of ZELTIQ common stock. All references in this summary of appraisal rights to a “stockholder” or “holders of shares of ZELTIQ common stock” are to the record holder or holders of shares of ZELTIQ common stock. Except as set forth herein, stockholders of ZELTIQ will not be entitled to appraisal rights in connection with the merger.

Under Section 262, where a merger is to be submitted for adoption at a meeting of stockholders, such as the Special Meeting, not less than 20 days prior to the meeting a constituent corporation must notify each of the holders of its stock for whom appraisal rights are available that such appraisal rights are available and include in

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each such notice a copy of Section 262. This proxy statement shall constitute such notice to the record holders of ZELTIQ common stock.

Stockholders who desire to exercise their appraisal rights must satisfy all of the conditions of Section 262. Those conditions include the following:

Within ten days after the completion of the merger, the surviving corporation must provide notice of the completion of the merger to all of our stockholders who have complied with Section 262 and have not voted for the adoption of the merger agreement.

Within 120 days after the completion of the merger, either the surviving corporation or any stockholder who has complied with the required conditions of Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of all dissenting stockholders. There is no present intent on the part of the surviving corporation to file an appraisal petition and stockholders seeking to exercise appraisal rights should not assume that the surviving corporation will file such a petition or that the surviving corporation will initiate any negotiations with respect to the fair value of such shares. Accordingly, holders of ZELTIQ common stock who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262.

Within 120 days after the completion of the merger, any stockholder who has satisfied the requirements of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of ZELTIQ common stock not voting in favor of the adoption of the merger agreement and with respect to which demands for appraisal were received by ZELTIQ or the surviving

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corporation and the number of holders of such shares. Such statement must be mailed within 10 days after the stockholders’ request has been received by the surviving corporation or within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later. Notwithstanding the foregoing, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the surviving corporation the statement described in this paragraph.

If a petition for an appraisal is timely filed, at the hearing on such petition, the Delaware Court will determine which stockholders are entitled to appraisal rights. The Delaware Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such stockholder. Under Section 262, the Delaware Court shall also dismiss the proceedings as to all stockholders who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of ZELTIQ common stock eligible for appraisal or (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million. Where proceedings are not dismissed, the Delaware Court will appraise the shares of ZELTIQ common stock owned by such stockholders, determining the fair value of such shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. However, at any time before the entry of judgment in the proceedings, ZELTIQ may pay to each stockholder entitled to appraisal an amount of cash, in which case interest will accrue after such entry of judgment only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court and (2) interest theretofore accrued, unless paid at that time. ZELTIQ is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Although we believe that the $56.50 per share cash consideration payable in the merger is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration they would receive pursuant to the merger agreement. Moreover, we do not anticipate that the surviving corporation will offer more than the $56.50 per share cash consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of ZELTIQ common stock is less than the $56.50 per share merger consideration. In determining “fair value”, the Delaware Court is required to take into account all relevant factors. The Delaware Supreme Court has stated that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be exclusive of any element of value arising from the accomplishment or expectation of the merger. The Delaware Supreme Court has stated that such exclusion is a narrow exclusion that does not encompass known elements of value, but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. The Delaware Supreme Court has construed Section 262 to mean that elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.

The cost of the appraisal proceeding may be determined by the Delaware Court and taxed against the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each dissenting stockholder is responsible for his or her attorneys’ and expert witness expenses, although, upon application of a dissenting stockholder, the Delaware Court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including without

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limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares of stock entitled to appraisal.

Any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after the completion of the merger, be entitled to vote for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the completion of the merger.

At any time within 60 days after the completion of the merger, any stockholder will have the right to withdraw his demand for appraisal and to accept the $56.50 per share cash consideration offered in the merger agreement. After this period, a stockholder may withdraw his, her or its demand for appraisal and receive payment for his, her or its shares as provided in the merger agreement only with the consent of the surviving corporation. If no petition for appraisal is filed with the court within 120 days after the completion of the merger, stockholders’ rights to appraisal (if available) will cease. Inasmuch as the surviving corporation will have no obligation to file such a petition, any stockholder who desires a petition to be filed is advised to file it on a timely basis. Any stockholder may withdraw such stockholder’s demand for appraisal by delivering to the surviving corporation a written withdrawal of his or her demand for appraisal and acceptance of the merger consideration, except (i) that any such attempt to withdraw made more than 60 days after the completion of the merger will require written approval of the surviving corporation and (ii) that no appraisal proceeding in the Delaware Court shall be dismissed as to any stockholder without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just; provided, however , that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective date of the merger, as set forth in the relevant provisions of Section 262.

Failure by any ZELTIQ stockholder to comply fully with the procedures described above and set forth in Annex C to this proxy statement may result in termination of such stockholder’s appraisal rights. In view of the complexity of exercising your appraisal rights under Delaware law, if you are considering exercising these rights you should consult with your legal counsel.

Delisting and Deregistration of Our Common Stock

If the merger is completed, ZELTIQ common stock will be delisted from The NASDAQ Global Select Market and will be deregistered under the Securities Exchange Act of 1934.

Certain Material U.S. Federal Income Tax Consequences of the Merger

The following summary is a general discussion of certain material U.S. federal income tax consequences to our stockholders who are U.S. persons (as defined below) whose common stock is converted into cash in the merger assuming the merger is consummated as contemplated herein. This summary is based on the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations, judicial authority, and administrative rulings, each as in effect as of the date hereof. These laws and authorities are subject to differing interpretations or to change, possibly with retroactive effect. Any such change could alter the tax consequences to our stockholders as described herein. No ruling from the Internal Revenue Service has been or will be sought with respect to any aspect of the transactions described herein, and no opinion of counsel will be rendered in connection with the transactions described herein. Accordingly, the discussion below neither binds the Internal Revenue Service (“IRS”) nor precludes it from adopting a contrary position. The tax treatment of the merger to our stockholders will vary depending on their particular situations.

This summary is for the general information of our stockholders only and does not purport to be a complete analysis of all potential tax effects of the merger. Accordingly, our stockholders should consult their own tax advisors with respect to the particular tax consequences to them of the merger, including applicable federal state,

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local and non-U.S. tax consequences. For example, this summary does not consider the effect of (i) any U.S. federal non-income tax laws, (ii) any applicable state, local, or non-U.S. tax laws, or (iii) the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, this discussion does not address the tax consequences of transactions effectuated prior to, concurrently with, or after the completion of the merger (whether or not such transactions occur in connection with the merger), including, without limitation, any transaction involving the acquisition or disposition of shares of ZELTIQ common stock other than pursuant to the merger, or the tax consequences to holders of options, warrants or similar rights to acquire ZELTIQ common stock issued by ZELTIQ which are assumed, replaced, exercised, or converted, as the case may be, in connection with the merger. In addition, it does not address all aspects of U.S. federal income taxation that may affect particular ZELTIQ stockholders in light of their particular circumstances or to stockholders who are subject to special tax rules, including, without limitation, stockholders who, for U.S. federal income tax purposes:

For purposes of this discussion, a “U.S. person” is a beneficial owner of ZELTIQ common stock that is:

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IN VIEW OF THE FOREGOING AND BECAUSE THE FOLLOWING DISCUSSION IS INTENDED AS A GENERAL SUMMARY ONLY, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER’S OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES, AND ANY TAX REPORTING REQUIREMENTS OF THE MERGER AND RELATED TRANSACTIONS IN LIGHT OF SUCH STOCKHOLDER’S OWN TAX SITUATION.

In General

The conversion of ZELTIQ common stock into cash in the merger will be a taxable transaction. Generally, this means that our stockholders will recognize gain or loss equal to the difference between (1) the amount of cash they receive in the merger, and (2) their adjusted tax basis in their ZELTIQ common stock. For this purpose, ZELTIQ stockholders who acquired different blocks of shares of ZELTIQ common stock at different times for different prices must calculate gain or loss separately for each identifiable block of shares of ZELTIQ common stock surrendered in the exchange.

Subject to various exceptions, a stockholder’s gain or loss on the disposition of ZELTIQ common stock will be characterized as capital gain or loss and will generally be long-term capital gain or loss if the holder has held their ZELTIQ common stock for more than one year as of the effective time of the merger. If a stockholder’s holding period for any ZELTIQ common stock is one year or less at the effective time of the merger, any gain or loss with respect to such ZELTIQ common stock will be treated as short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate stockholders generally are currently taxable at preferential rates relative to the rates applicable to other forms of income. Capital losses are subject to limitations on deductibility.

Appraisal or Dissenter’s Rights

A ZELTIQ stockholder who exercises appraisal or dissenters’ rights for such stockholder’s ZELTIQ common stock with respect to the merger and receives payment for such stock in cash will generally recognize capital gain or loss, measured by the difference between the cash received and such stockholder’s tax basis in its ZELTIQ common stock. Stockholders who exercise appraisal or dissenters’ rights are urged to consult their own tax advisors. Interest, if any, awarded in an appraisal proceeding by a court would be included in such stockholder’s income as ordinary income for U.S. federal income tax purposes.

Backup Withholding and Information Reporting

A ZELTIQ stockholder may be subject to backup withholding with respect to certain reportable payments including taxable proceeds received in exchange for the stockholder’s shares of ZELTIQ common stock in the merger. Backup withholding will generally not apply, however, to a ZELTIQ stockholder who furnishes the paying agent with a correct taxpayer identification number on IRS Form W-9 (if such stockholder is a U.S. person as defined in the instructions thereto) or the appropriate IRS Form W-8 (if the stockholder is not such a U.S. person) or otherwise establishes a basis for exemption from backup withholding. Each ZELTIQ stockholder and, if applicable, each other payee, should properly complete and sign the IRS Form W-9 included with the letter of transmittal (or the applicable IRS Form W-8) to provide the information and certification(s) necessary to avoid the imposition of backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying representative. ZELTIQ stockholders who fail to provide their correct taxpayer identification numbers and the appropriate certifications, or to establish an exemption as described above, will be subject to backup withholding on cash they receive in the merger and may be subject to penalties imposed by the IRS. ZELTIQ stockholders should consult their tax advisors as to their qualifications for exemption from backup withholding and the procedure for obtaining such an exemption. If the paying representative withholds on a payment to a stockholder, the affected stockholder should contact its tax advisor regarding whether and how any refund, credit or other tax benefit might be recognized with respect to any such withheld amounts.

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THE FOREGOING DISCUSSION IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. IN ADDITION, THE DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY VARY WITH, OR ARE CONTINGENT ON, A STOCKHOLDER’S INDIVIDUAL CIRCUMSTANCES OR TO CERTAIN TYPES OF STOCKHOLDERS MENTIONED ABOVE. MOREOVER, THE DISCUSSION DOES NOT ADDRESS ANY NON-INCOME TAX OR ANY NON-U.S., STATE OR LOCAL TAX CONSEQUENCES OF THE MERGER.

Antitrust Matters

Under the HSR Act and the rules that have been promulgated under the HSR Act, certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and to the Federal Trade Commission (“FTC”) and applicable waiting period requirements have been satisfied or early termination of the waiting period has been granted. The merger of ZELTIQ with Merger Sub and the conversion of shares of ZELTIQ stock into the right to receive the merger consideration are subject to the provisions of the HSR Act. The merger therefore cannot be completed until the expiration or early termination of the waiting period following the filing of Hart-Scott-Rodino Notification and Report Forms by the ultimate parent entity of Allergan US and ZELTIQ. Both Allergan US and ZELTIQ have caused the required notification and report forms to be filed. The merger agreement provides that Allergan US and ZELTIQ will use reasonable best efforts to complete the merger as soon as reasonably practicable, including using reasonable best efforts to obtain regulatory clearance, provided, however, that Allergan US and Merger Sub are not obligated to offer, accept or agree to, and ZELTIQ will not offer, accept or agree to without Merger Sub’s prior written consent, (a) divest or hold separate any assets or (b) take or commit to take any action that restricts, prohibits, or limits Allergan US’s ownership or operation (or that of any of its subsidiaries or affiliates) of all or any portion of the parties’ business or assets, or (c) to litigate or participate in the litigation of any action brought by a governmental body.

At any time before or after the completion of the merger, notwithstanding that the applicable waiting period has ended or approval has been granted, the FTC, the DOJ, a state, foreign country, or private individual could take action to enjoin the merger under the antitrust laws as it deems necessary or desirable. We cannot be sure that a challenge to the merger will not be made or that, if a challenge is made, that we will prevail.

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THE MERGER AGREEMENT

The following description summarizes the material provisions of the merger agreement and is qualified in its entirety by reference to the complete text of the merger agreement. The merger agreement is included as Annex A to this proxy statement. We encourage you to read it carefully and in its entirety. The merger agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about ZELTIQ. Such information can be found elsewhere in this proxy statement and in the other public filings ZELTIQ makes with the SEC, which are available without charge at www.sec.gov .

The representations, warranties and covenants contained in the merger agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the merger agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of affairs of ZELTIQ without considering the entirety of public disclosure about ZELTIQ as set forth in ZELTIQ’s SEC filings. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in this proxy statement or in other public disclosures by ZELTIQ.

The Merger

Subject to the terms and conditions of the merger agreement and in accordance with the Delaware General Corporation Law (“DGCL”), at the effective time of the merger, ZELTIQ and Allergan US will consummate the merger, whereby Merger Sub will be merged with and into ZELTIQ. The separate existence of Merger Sub will cease and ZELTIQ will continue as the surviving corporation. As the surviving corporation, ZELTIQ will continue to exist following the merger as a wholly owned subsidiary of Allergan US.

Closing and Effective Time of Merger

Unless the merger agreement will have been terminated (as described under “ The Merger Agreement—Termination of the Merger Agreement ”) and unless otherwise mutually agreed in writing between ZELTIQ, Allergan US and Merger Sub, subject to satisfaction or waiver (to the extent permitted by applicable law) of the conditions to closing (described under “ The Merger Agreement—Conditions to the Merger ”), the consummation of the merger (which we refer to as the “closing”) will take place on the second business day after the satisfaction or waiver (to the extent permitted by applicable law) of the conditions to closing (other than any such conditions that by their nature are to be satisfied by actions taken at the closing).

The merger will become effective upon the date and time the certificate of merger is filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by ZELTIQ, Allergan US and Merger Sub and specified in the certificate of merger, which we refer to as the “effective time” of the merger. We expect to complete the merger as soon as practicable after our stockholders adopt and approve the merger agreement and all other conditions to closing have been satisfied or waived.

Unless otherwise determined by Allergan US prior to the effective time of the merger, the Certificate of Incorporation of the surviving corporation will be amended and restated as of the effective time of the merger to conform to Exhibit B to the merger agreement, and the bylaws of the surviving corporation will be amended and restated as of the effective time of the merger to conform to the bylaws of Merger Sub as in effect immediately prior to the effective time of the merger agreement. The directors of Merger Sub and the officers of Merger Sub immediately prior to the effective time will be the directors and officers, respectively, of the surviving corporation immediately after the effective time of the merger agreement.

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Merger Consideration

At the effective time of the merger, each share of ZELTIQ common stock then outstanding will be converted automatically into the right to receive the merger consideration of $56.50 per share in cash, without interest, upon the surrender of the stock certificates or book-entry shares, as applicable, subject to any withholding of taxes required by applicable law, other than the following shares:

Subject to the above exceptions, from and after the effective time of the merger, each holder of ZELTIQ common stock outstanding immediately prior to the effective of the merger will cease to have any rights with respect to such shares, except as otherwise provided in the merger agreement or by applicable law, and such shares will no longer be outstanding and will automatically be canceled.

Payment for Shares of Common Stock

Prior to the effective time of the merger, Allergan US will designate a bank or trust company reasonably acceptable to ZELTIQ to act as paying agent for the holders of shares of ZELTIQ common stock. At or prior to the effective time of the merger, Allergan US will deposit, or will cause to be deposited, with such paying agent cash sufficient to pay the aggregate merger consideration payable to ZELTIQ’s stockholders.

Promptly after the effective time of the merger (but in no event later than five (5) business days thereafter), the surviving corporation will cause the paying agent to mail to all record holders of ZELTIQ common stock whose shares were converted into the right to receive the merger consideration, a letter of transmittal and instructions for use in effecting the surrender of the stock certificates or book-entry shares pursuant to such letter of transmittal. Upon surrender to the paying agent of certificates or book-entry shares representing shares of ZELTIQ common stock, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such certificates or book-entry shares will be entitled to receive in exchange therefor the merger consideration for each share of ZELTIQ common stock evidenced by such certificates or book-entry shares. No interest will accrue or be paid on the merger consideration payable upon the surrender of any certificates or book-entry shares for the benefit of the holder thereof. Each of the surviving corporation, Allergan US and Merger Sub will be entitled to deduct and withhold (or cause the paying agent to deduct and withhold) from the merger consideration payable to any holder of ZELTIQ common stock or any other consideration otherwise payable pursuant to the merger agreement such amounts as it is required by any legal requirement to deduct and withhold with respect to taxes.

At the close of business on the date of the effective time of the merger, the stock transfer books of ZELTIQ with respect to the shares of ZELTIQ common stock will be closed and thereafter there will be no further registration of transfers of shares of ZELTIQ.

You should not send your stock certificate with the enclosed proxy card, and you should not forward your stock certificate to the paying agent without a letter of transmittal.

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Treatment of Equity Awards

Effective as of immediately prior to the effective time of the merger, each outstanding and unexercised vested stock option under ZELTIQ’s 2005 Stock Option Plan, 2011 Equity Incentive Plan and 2012 Stock Plan (collectively, the “Stock Plans”) will be canceled and converted into the right to receive cash from the surviving corporation equal to the number of shares subject to such option multiplied by the excess, if any, of the merger consideration over the exercise price of such option, without interest and subject to all applicable tax withholding. Effective as of immediately prior to the effective time of the merger, each outstanding vested restricted stock unit under the Stock Plans will be canceled and converted into the right to receive cash from the surviving corporation equal to the number of shares subject to such restricted stock unit multiplied by the merger consideration, without interest and subject to all applicable tax withholding. At the effective time of the merger, each outstanding and unvested stock option and each outstanding restricted stock unit under the Stock Plans will be converted into a corresponding option to purchase ordinary shares of Allergan plc (“Allergan Common Stock”) or a corresponding award of restricted stock units with respect to Allergan Common Stock, as the case may be, on the same terms and conditions as were applicable under such ZELTIQ option or ZELTIQ restricted stock unit (but taking into account any changes thereto, including any acceleration or vesting thereof, provided for in the relevant Stock Plan, or in the related award document (including any employment agreement or retention policy) by reason of the merger), as adjusted based on an exchange ratio. The “exchange ratio” is the fraction having a numerator of $56.50 and having a denominator equal to the volume weighted average price of Allergan plc ordinary shares for the ten (10) trading day period, starting with the opening of trading on the twelfth (12th) trading day prior to the closing date and ending with the closing of trading on the third to last trading day prior to the closing date, rounding the result to the nearest 1/10,000 of share of Allergan plc ordinary shares. Effective as of immediately prior to the effective time of the merger, each outstanding performance stock unit under the Stock Plans will vest with respect to the maximum number of shares thereunder and will be canceled and converted into the right to receive cash from the surviving corporation equal to the maximum number of shares subject to such performance stock unit multiplied by the merger consideration, without interest and subject to all applicable tax withholding. ZELTIQ will terminate its 2011 Employee Stock Purchase Plan effective as of the effective time of the merger and, if the effective time of the merger is after the start of a new offering period but before the end of such new offering period, ZELTIQ will not give effect to such new offering period.

The effect of the merger upon our other employee benefit plans is more fully described under “ The Merger Agreement—Employee Benefits ” beginning on page 66.

Representations and Warranties

In the merger agreement, ZELTIQ made representations and warranties relating to, among other things:

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In the merger agreement, Allergan US and Merger Sub each made representations and warranties relating to, among other things:

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Many of ZELTIQ’s representations and warranties are qualified by a Material Adverse Effect standard. For purposes of the merger agreement, “Material Adverse Effect” is defined to mean: an effect, change, event, occurrence, violation, inaccuracy, circumstance or other matter that had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets, financial condition or results of operations of ZELTIQ and its subsidiaries taken as a whole or (ii) the ability of ZELTIQ to consummate the transactions contemplated by the merger agreement in a timely manner; provided, however, that none of the following will be deemed in and of themselves, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there is, or would reasonably likely to be, a Material Adverse Effect on ZELTIQ and its subsidiaries:

Conduct of Business Prior to Closing

ZELTIQ agreed in the merger agreement that ZELTIQ will, until the effective time of the merger:

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ZELTIQ also agreed that, until the effective time of the merger, except as required or otherwise expressly contemplated under the merger agreement or as required to comply with applicable legal requirements, with the written consent of Allergan US (which consent will not be unreasonably withheld, delayed or conditioned) or as set forth in the disclosure schedule that ZELTIQ delivered to Allergan US in connection with the execution of the merger agreement, ZELTIQ or its subsidiaries will not:

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Notwithstanding these general prohibitions, ZELTIQ is permitted to make annual equity awards in the ordinary course in March 2017, agree to pay retention bonuses to certain employees, establish a change in control severance plan, and modify outstanding equity awards to provide for accelerated vesting in certain cases of termination following the effective time of the merger.

Proxy Statement, Board Recommendation and Stockholders Meeting

ZELTIQ has agreed to, as promptly as practicable following the date of the merger agreement, establish a record date for, duly call, give notice of, convene and hold the stockholders’ meeting, which is the Special Meeting that is the subject of this proxy statement, to consider and vote upon the adoption of the merger agreement. ZELTIQ will use its reasonable best efforts to hold the stockholders’ meeting as soon as practicable after the SEC confirms that it has no further comments on this proxy statement or that ZELTIQ may commence mailing this proxy statement (or such later date as the parties to the merger agreement will agree).

If, on a date for which the Special Meeting is scheduled, ZELTIQ has not received proxies representing a sufficient number of shares of ZELTIQ Common Stock to obtain the approval of the merger agreement, whether or not a quorum is present, ZELTIQ will have the right to make one or more successive postponements or adjournments of the Special Meeting; provided that the Special Meeting is not postponed or adjourned to a date that is in the aggregate more than 30 days after the date for which the Special Meeting was originally scheduled (other than, following consultation with Allergan US, any adjournments or postponements required by applicable legal requirement, including adjournments or postponements to the extent required under applicable legal requirement to ensure that any required supplement or amendment to this proxy statement is provided or made available to ZELTIQ stockholders or to permit dissemination of information which is material to stockholders voting at the Special Meeting and to give ZELTIQ stockholders sufficient time to evaluate any such supplement or amendment or other information, subject to certain approval by Allergan US).

Except in the circumstances described in this proxy statement under “ The Merger Agreement—Ability to Change Board Recommendation/Termination in Connection with a Superior Offer ,” ZELTIQ’s board of directors has agreed to recommend to ZELTIQ’s stockholders that they approve the adoption of the merger agreement, include such recommendation in this proxy statement and solicit and use its reasonable best efforts to obtain stockholder approval of the adoption of the merger agreement.

No Solicitation of Other Offers

Under the merger agreement, ZELTIQ agreed to, and will cause its subsidiaries and will direct and use its reasonable best efforts to cause its and its subsidiaries’ directors, officers and employees and its other representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any person or groups that may be ongoing with respect to any acquisition proposal or potential acquisition proposal and immediately terminate access by any such person or group to any physical or electronic data rooms relating to a potential acquisition proposal. ZELTIQ has also agreed that, except as permitted by the merger agreement, ZELTIQ and its subsidiaries will not, and ZELTIQ will direct and use its reasonable best efforts to cause its and its subsidiaries’ directors, officers and employees and its representatives not to:

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Notwithstanding these restrictions, if at any time prior to the time that ZELTIQ’s stockholders approve the adoption of the merger agreement, ZELTIQ or any of its representatives receives an unsolicited bona fide written acquisition proposal from any person or group of persons, which acquisition proposal was made or renewed on or after the date of the merger agreement and did not result from any breach of the no solicitation restrictions summarized above, ZELTIQ and its representatives may contact such person or group of persons solely to clarify the terms and conditions of such proposal and, if ZELTIQ’s board of directors determines in good faith, after consultation with financial advisors and outside legal counsel, that such acquisition proposal constitutes or would reasonably be expected to lead to a superior offer (as described below), and failure to do so would reasonably constitute a breach of the fiduciary duties of ZELTIQ’s board of directors to ZELTIQ’s stockholders under applicable legal requirements, ZELTIQ and its representatives may:

ZELTIQ must also promptly (and in any event within 36 hours) notify Allergan US if any inquiries, proposals or offers with respect to an acquisition proposal are received by ZELTIQ or any of its representatives, provide to Allergan US the identity of the person making such inquiry, proposal, offer or request, and a copy of the material written materials related thereto (or, if oral, a written summary of the material terms and conditions of such inquiry, proposal, offer or request), keep Allergan US reasonably informed of any material developments, discussions or negotiations regarding any acquisition proposal, including by providing prompt (and in any event within 36 hours) notice of all material amendments or modifications thereto and all material written materials subsequently provided in connection therewith, and upon the request of Allergan US, inform Allergan US of the status of such acquisition proposal.

The merger agreement defines an “acquisition proposal” as any proposal, offer or inquiry (whether or not written) from any person (other than Allergan US and its affiliates) or “group,” within the meaning of Section 23(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) acquisition, transfer, lease or license of assets of ZELTIQ and its subsidiaries equal to 20% or more of ZELTIQ’s assets or to which 20% or more of ZELTIQ’s revenues or earnings are attributable, (ii) issuance or acquisition of 20% or more of ZELTIQ’s outstanding common stock (or the issuance or acquisition of other securities convertible into or exchangeable for shares of ZELTIQ common stock representing 20% or more of the outstanding ZELTIQ common stock), (iii) recapitalization, tender offer or exchange offer that if consummated would result in any person or group beneficially owning 20% or more of ZELTIQ’s outstanding common stock or (iv) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving ZELTIQ that if consummated would result in any person beneficially owning 20% or more of ZELTIQ’s outstanding common stock or (e) joint venture, liquidation, dissolution or similar transaction that involves 20% or more of the consolidated assets, revenues or earnings of ZELTIQ, in each case other than the transactions contemplated by the merger agreement.

The merger agreement defines a “superior offer” as a bona fide written acquisition proposal that our board of directors determines, in its good faith judgment, after consultation with our outside legal counsel and our financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the person making the

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proposal and other aspects of the acquisition proposal that our board of directors deems relevant, and if consummated, would result in a transaction more favorable to ZELTIQ’s stockholders (solely in their capacity as such) from a financial point of view than the transaction contemplated by the merger agreement. For purposes of the definition of “superior offer,” the references to “20%” in the definition of acquisition proposal will be deemed to be references to “80%.”

In addition to the rights described above, ZELTIQ may terminate the merger agreement, pay a termination fee and enter into a definitive agreement with respect to a superior offer under certain circumstances. See “ The Merger Agreement—Ability to Change Board Recommendation/Termination in Connection with a Superior Offer .”

Ability to Change Board Recommendation/Termination in Connection with a Superior Offer

ZELTIQ’s board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable to, and in the best interest of, ZELTIQ and its stockholders, (ii) approved the execution, delivery and performance by ZELTIQ of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, and (iii) resolved to recommend that the stockholders of ZELTIQ approve the adoption of the merger agreement. The merger agreement provides that ZELTIQ’s board of directors, or any committee thereof, will not:

However, at any time prior to ZELTIQ stockholder approval of the adoption of the merger agreement being obtained, if ZELTIQ has received a bona fide written acquisition proposal (which did not arise out of a breach of the non-solicitation provisions) from any person that has not been withdrawn and after consultation with outside legal counsel and financial advisors, ZELTIQ’s board of directors determined, in good faith, that such acquisition proposal is a superior offer, ZELTIQ’s board of directors may make an adverse recommendation change or ZELTIQ may terminate the merger agreement to enter into a specified agreement with respect to such superior offer, if and only if:

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In addition, ZELTIQ’s board of directors may make an adverse recommendation change in response to a change in circumstance, if and only if:

Any material amendment to any acquisition proposal or material change to the facts and circumstances relating to such change in circumstances will require giving a new notice to Allergan US and the commencement of a new three business day notice period, during which ZELTIQ must again comply with the requirements summarized above.

In addition, if ZELTIQ’s board of directors decides to terminate the merger agreement with Allergan US following receipt of a superior offer upon the terms summarized above, ZELTIQ must pay the applicable termination fee as described in further detail under “ The Merger Agreement—Termination Fees ” beginning on page 70.

Agreements to Use Reasonable Best Efforts

Subject to the terms and conditions of the merger agreement, including with respect to antitrust laws, which are discussed further below, ZELTIQ and Allergan US have agreed to use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the merger and make effective the other transactions contemplated by the merger agreement. Each party to the merger agreement agreed to (i) make all filings (if any) and give all notices required to be made and given by such party in connection with the merger and the other transactions contemplated by the merger agreement; (ii) use commercially reasonable efforts to obtain each consent required to be obtained pursuant to any applicable legal requirement or material contract by such party in connection with the transactions contemplated by the merger agreement; and (iii) use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the merger brought by any third person against such party.

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With regards to antitrust laws, subject to the terms and conditions set forth in the merger agreement, ZELTIQ and Allergan US have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other parties to the merger agreement in doing, all things necessary, proper or advisable under applicable antitrust laws to consummate and make effective the transactions contemplated by the merger agreement as soon as reasonably practicable, including:

Each of the parties to the merger agreement will, and will cause their respective affiliates, if applicable, to

provided that Allergan US on behalf of the parties will control and lead all substantive communications and make in good faith final determinations as to the appropriate strategy relating to antitrust laws in consultation and cooperation with ZELTIQ and considering ZELTIQ’s views in good faith.

In addition, the parties to the merger agreement agree to promptly take, and cause their affiliates to take, all advisable actions and steps to cause the prompt expiration or termination of any applicable waiting period and to resolve objections, if any, as the FTC and the DOJ, or other governmental bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are sought with respect to the transactions contemplated by the merger agreement, so as to obtain such consents, permits, authorizations, waivers, clearances, approvals or termination of the waiting period under the HSR Act or other antitrust laws in the jurisdictions identified by Allergan US. Allergan US did not identify any additional jurisdictions.

Notwithstanding these covenants, Allergan US and its affiliates are not obligated to offer, accept or agree to, and ZELTIQ will not offer, accept or agree to without Merger Sub’s prior written consent, (i) divest, license, dispose of or hold separate any portion of the businesses, operations, assets or product lines of either Allergan and its affiliates or ZELTIQ and its affiliates, (ii) restrict, prohibit or limit the ability of Allergan US or ZELTIQ or their respective affiliates to conduct its respective business or own its respective assets or the ownership or operation of any portion of the business or assets of Allergan US or ZELTIQ or their respective affiliates in any part of the world, (iii) cause Allergan or its affiliates to divest any shares of the surviving corporation or (iv)

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impose limitations on the ability of Allegan US or its affiliates effectively to acquire, hold or exercise full rights of ownership of shares of common stock of the surviving corporation. Further, notwithstanding these covenants, Allergan US and its affiliates are not obligated to enter into any settlements, undertakings, consent decrees, stipulations or agreements with any governmental body in connection with the transactions contemplated by the merger agreement or litigate or participate in any litigation, whether judicial or administrative, brought by any governmental body challenging or seeking to restrain, prohibit or place conditions on the consummation of the transactions contemplated by the merger agreement or the ownership or operation by Allergan US, Merger Sub, ZELTIQ or any of their respective affiliates of all or any portion of their respective businesses as presently conducted and as currently proposed to be conducted.

Indemnification and Insurance

The merger agreement provides that the surviving corporation and its subsidiaries will honor and fulfill all rights to indemnification by ZELTIQ in favor of its directors and officers as of the date of the merger agreement as provided in (i) the organizational documents of ZELTIQ (as in effect as of the date of the merger agreement) and (ii) any indemnification agreement between ZELTIQ and its directors and officers (as of the date of the merger agreement), for a period of six years from the effective time of the merger.

From the effective time of the merger and ending on the sixth anniversary of such effective time, the surviving corporation will either (i) maintain in effect the existing directors’ and officers’ liability insurance, covering each person currently covered by such existing policy with respect to their acts and omissions occurring prior to the effective time of the merger (the “existing policy”), on terms with respect to the coverage, deductibles and amounts that are no less favorable than the existing policy or (ii) at or prior to the effective time of the merger, Allergan US or ZELTIQ may purchase a six year “tail” policy on the existing policy, but the surviving corporation will not be obligated to pay annual premiums in excess of 300% of the annual amount paid by ZELTIQ for coverage during its current coverage period.

Employee Benefits

For a period of one year following the effective time of the merger, Allergan US will provide, or cause to be provided, to each employee of ZELTIQ and any of its subsidiaries during their period of active employment by the surviving corporation (or any affiliate thereof) during such one-year period, with (x) base salary, base wages and severance benefits that are substantially comparable in the aggregate to such base salary, base wages and severance benefits provided to such continuing employees immediately prior to the execution of the merger agreement, and (y) other compensation and employee benefits (other than severance benefits) that are not less materially favorable in the aggregate than either (at Allergan US’s discretion) (i) those provided to similarly situated employees of Allergan US and its subsidiaries or (ii) those in effect immediately prior to the effective time of the merger.

Allergan US will, or will cause the surviving corporation to and instruct its affiliates to, as applicable (and without duplication of benefits), assume the liability for any accrued and unused personal, sick or vacation time to which any continuing employee is entitled to immediately prior to the effective time of the merger and, allow such continuing employee to use such accrued personal, sick or vacation time in accordance with the practice and policies of ZELTIQ.

Allergan US has agreed that continuing employees will be eligible to continue to participate in the surviving corporation’s health and welfare benefit plans (to the same extent such continuing employees were eligible to participate under ZELTIQ’s plans immediately prior to the effective time of the merger). If Allergan US or the surviving corporation terminates any such health or welfare benefit plan or migrates the continuing employees to a successor health or welfare benefit plan, then the continuing employees will be eligible to participate in the surviving corporation’s health and welfare benefit plans for similarly situated employees to the extent that coverage is comparable to the employee plan in which such continuing employee participated immediately before the effective time of the merger. In addition, Allergan US will use its reasonable best efforts to (i) waive

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all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements, to the extent that such conditions, exclusions and waiting periods would not apply under a similar employee benefit plan in which such employees participated immediately prior to such new plan, and (ii) for purposes of eligibility, vesting, deductibles, co-payments and out-of-pocket maximums and allowances (including paid time off), credit continuing employees for previously recognized service and amounts paid immediately prior to the commencement of participation in such new plan.

Other Covenants

The merger agreement contains additional agreements between ZELTIQ and Allergan US relating to, among other things:

Conditions to the Merger

Conditions to Each Party’s Obligations . Each party’s obligation to effect the merger is subject to the satisfaction, at or prior to the closing of the merger, of each of the following conditions:

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Conditions to Obligations of Allergan US and Merger Sub . The obligations of Allergan US and Merger Sub to consummate the merger are subject to the satisfaction (or waiver in writing by Allergan US) at the effective time of the merger of each of the following additional conditions: