Allergan, Inc. (NYSE:AGN) and MAP Pharmaceuticals, Inc. (Nasdaq:
MAPP) today jointly announced that they have entered into a
definitive merger agreement whereby Allergan will acquire 100% of
the shares of MAP Pharmaceuticals for a price of $25.00 per share.
MAP Pharmaceuticals is a biopharmaceutical company focused on
developing and commercializing new therapies in Neurology,
including LEVADEX®, an orally inhaled drug for the potential acute
treatment of migraine in adults. LEVADEX® is currently under review
with the U.S. Food and Drug Administration (FDA).
The transaction, which has been unanimously approved by the
boards of directors of both companies, will be accomplished
pursuant to a cash tender offer followed by a second step merger.
The per share cash offer price represents a 60% premium over MAP’s
closing stock price on the Nasdaq Stock Market of $15.58 on January
22, 2013, and represents a total equity value of approximately $958
million, on a fully-diluted basis. The acquisition is expected to
close late in the first quarter or in the second quarter of
2013.
“One of the key drivers of Allergan’s continued success is our
focus on medical specialties where we have extensive knowledge of
physician and patient needs, and can provide a broad portfolio of
products,” said David E.I. Pyott, Chairman of the Board, President
and Chief Executive Officer, Allergan. “Allergan has a record of
leadership in the Neurosciences field and, according to a recent
physician survey, is now perceived as the #1 company in
prophylactic migraine management by physicians. During the past few
years, Allergan has received regulatory approvals in 56 countries
for BOTOX® for use in the treatment of chronic migraine. As a
result, thousands of patients who suffer from chronic migraine have
benefited from this important treatment option. We plan to
capitalize on this depth of expertise in Neurology as we continue
the global development of LEVADEX® as a potential acute treatment
for migraine that is complementary to BOTOX® and use MAP’s
proprietary drug particle and inhalation technologies to generate
new pipeline opportunities.”
“Through our dedicated employees at MAP Pharmaceuticals, we have
made tremendous progress to date with our lead product candidate,
LEVADEX®, enabling us to realize substantial value for our
stockholders through this transaction,” said Timothy S. Nelson,
President and Chief Executive Officer, MAP Pharmaceuticals. “We are
pleased that we and Allergan share similar values and a common
vision in neuroscience that make for a strong cultural and
scientific fit between our companies. We believe this acquisition
by our partner Allergan will increase the potential for our product
candidates to make a meaningful difference for patients we have
worked so hard to serve.”
In January 2011, Allergan entered into a collaboration agreement
with MAP to co-promote LEVADEX®, contingent upon potential
regulatory authority approvals in the U.S. and Canada, to
neurologists and pain specialists in these markets. In May 2011,
MAP initially submitted a New Drug Application (NDA) for LEVADEX®
to the FDA. In October 2012, MAP resubmitted its NDA, which
included additional data and provided responses to FDA comments. In
November 2012, MAP announced that its NDA resubmission for LEVADEX®
was accepted for filing by the FDA and that the FDA has classified
the resubmission as a complete Class 2 response and has set a goal
date of April 15th, 2013 under the Prescription Drug User Fee Act
(PDUFA).
Assuming this transaction closes as planned, and approval of
LEVADEX® occurs on or before the PDUFA date of April 15th, 2013,
Allergan anticipates that this transaction will be dilutive to 2013
earnings per share by approximately $0.07 and accretive to earnings
per share by the second half of 2014. Allergan will provide 2013
guidance on its February 5, 2013 earnings call. Allergan currently
anticipates that, excluding this transaction, 2013 earnings per
share growth expectations will fall within our mid-teens growth
aspiration.
Allergan expects to fund the transaction with a combination of
cash on hand, cash equivalents and short-term borrowings under its
commercial paper program. The transaction is not subject to any
financing contingency.
About the Cash Tender
Offer
Under the terms of the definitive merger agreement, Allergan
will commence a cash tender offer to purchase all of MAP’s
outstanding shares for $25.00 per share, net to the seller in cash,
without interest and less any applicable withholding taxes. The
tender offer will remain open for at least 20 business days. The
completion of the tender offer is subject to the tender of at least
a majority of MAP’s outstanding shares of common stock (on a fully
diluted basis), the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, and other
customary closing conditions. The merger agreement also provides
for the parties to effect, subject to customary conditions, a
merger following the completion of the tender offer which would
result in all shares not tendered in the tender offer being
converted into the right to receive $25.00 per share, net to the
holder in cash, without interest and less any applicable
withholding taxes. The board of directors of MAP has unanimously
agreed to recommend that MAP’s stockholders tender their shares to
Allergan in the tender offer. All of MAP’s directors and executive
officers and a major stockholder of MAP affiliated with a director,
collectively owning approximately 9 percent of MAP’s outstanding
common stock, have entered into a tender and support agreement with
Allergan committing to tender all of their MAP shares in the tender
offer and, if applicable, to vote in favor of the merger.
In connection with this transaction, Goldman, Sachs & Co. is
acting as financial advisor and Gibson, Dunn & Crutcher LLP as
legal advisor to Allergan. Centerview Partners LLC is acting as
exclusive financial advisor and provided a fairness opinion to MAP
Pharmaceuticals, and Latham & Watkins LLP as legal advisor to
MAP.
Investor Information
Call
Allergan will host a 30-minute conference call on Wednesday,
January 23, 2013, commencing at 8:00 a.m. Pacific Time (11:00 a.m.
Eastern Time) to discuss and provide additional information
regarding the proposed acquisition of MAP Pharmaceuticals.
You may participate in this call by dialing 1-888-677-5720 or
call 1-312-470-0056 from international locations. A passcode,
Allergan Conference Call, will be required. David E.I. Pyott,
Allergan’s Chairman of the Board, President and Chief Executive
Officer, will comment on the proposed acquisition.
The live Web cast can be accessed through the Allergan Web site,
www.Allergan.com, beginning at 8:00 a.m. Pacific Time. A replay of
the discussion will be available soon after the call and can be
accessed through www.Allergan.com, 1-800-365-4718 for domestic
locations or 1-203-369-3119 for international locations. A passcode
will not be required for the replay. The replay will be available
for one week following the live call.
About MAP Pharmaceuticals,
Inc.
MAP Pharmaceuticals is a biopharmaceutical company focused on
developing and commercializing new therapies to address undermet
patient needs in neurology. The Company is developing LEVADEX®, an
orally inhaled investigational drug for the acute treatment of
migraine. The New Drug Application for LEVADEX® is currently under
review by the U.S. Food and Drug Administration. MAP
Pharmaceuticals has entered into a collaboration agreement with
Allergan, Inc. to co-promote LEVADEX® to neurologists and pain
specialists in the U.S. and Canada. The Company also applies its
proprietary drug particle and inhalation technologies to generate
new pipeline opportunities by enhancing the therapeutic benefits of
proven drugs, while minimizing risk by capitalizing on their known
safety, efficacy and commercialization history. Additional
information about MAP Pharmaceuticals can be found at
http://www.mappharma.com.
About Allergan, Inc.
Allergan is a multi-specialty health care company established
more than 60 years ago with a commitment to uncover the best of
science and develop and deliver innovative and meaningful
treatments to help people reach their life’s potential. Today, we
have approximately 10,800 highly dedicated and talented employees,
global marketing and sales capabilities with a presence in more
than 100 countries, a rich and ever-evolving portfolio of
pharmaceuticals, biologics, medical devices and over-the-counter
consumer products, and state-of-the-art resources in R&D,
manufacturing and safety surveillance that help millions of
patients see more clearly, move more freely and express themselves
more fully. From our beginnings as an eye care company to our focus
today on several medical specialties, including eye care,
neurosciences, medical aesthetics, medical dermatology, breast
aesthetics, obesity intervention and urologics, Allergan is proud
to celebrate more than 60 years of medical advances and proud to
support the patients and physicians who rely on our products and
the employees and communities in which we live and work. For more
information regarding Allergan, go to: www.allergan.com.
Forward-Looking
Statements
This press release contains "forward-looking statements,"
relating to the acquisition of MAP Pharmaceuticals by Allergan. All
statements other than historical facts included in this press
release, including, but not limited to, the statements by Mr. Pyott
and Mr. Nelson and other statements regarding the timing, and the
closing of the tender offer and merger transactions, the expected
benefits of the transaction, the expected dilution and accretion to
earnings, the anticipated 2013 earnings per share growth
expectations, Allergan’s plans to operate MAP and any assumptions
underlying any of the foregoing, are forward-looking statements.
These statements are based on current expectations of future
events. If underlying assumptions prove inaccurate or unknown, or
unknown risks or uncertainties materialize, actual results could
vary materially from Allergan's or MAP’s expectations and
projections. Risks and uncertainties include, among other things,
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of MAP’s stockholders will tender
their stock in the tender offer; the possibility that various
closing conditions to the tender offer and merger transactions may
not be satisfied or waived, including that a governmental entity
may prohibit, delay, or refuse to grant approval for the
consummation of the transaction; that the FDA or other regulatory
authorities do not approve LEVADEX® in the manner desired by MAP
and Allergan, on a timely basis, or at all; that there is a
material adverse change to MAP; that the integration of MAP’s
business into Allergan is not as successful as expected; the
failure of Allergan to achieve the expected financial and
commercial results from the transaction; other business effects,
including effects of industry, economic or political conditions
outside the company’s control; transaction costs; actual or
contingent liabilities; as well as other cautionary statements
contained elsewhere herein and in the companies’ periodic reports
filed with the SEC including current reports on Form 8-K, quarterly
reports on Form 10-Q and annual reports on Form 10-K. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements, which apply only as of the date of this
press release. Allergan and MAP expressly disclaim any intent or
obligation to update these forward-looking statements except as
required by law. Additional information about Allergan is available
at www.allergan.com or you can contact the Allergan Investor
Relations Department by calling 714-246-4636. Additional
information about MAP is available at www.mappharma.com.
Additional Information and Where to
Find It
The tender offer described in the release has not yet commenced
and the release is neither an offer to purchase nor a solicitation
of an offer to sell shares of common stock of MAP. At the time the
tender offer is commenced, Allergan and its new wholly owned
subsidiary, Groundhog Acquisition, Inc., will file with the SEC a
Tender Offer Statement on Schedule TO, and MAP will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. MAP stockholders and other investors
are strongly advised to read the tender offer materials (including
the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents) and the
Solicitation/Recommendation Statement because they will contain
important information which should be read carefully before any
decision is made with respect to the tender offer. The Tender Offer
Statement and the Solicitation/Recommendation Statement will be
available for free at the SEC’s website at www.sec.gov. Free copies
of these materials and other tender offer documents will be made
available by the information agent for the tender offer.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, Allergan and
MAP file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any
reports, statements or other information filed by Allergan and MAP
at the SEC public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room. Allergan’s and
MAP’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
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