http://phx.cor****ate-ir.net/phoenix.zhtml?c=90325&p=irol-newsArticle&t=Regular&id=687314&
Medicis and Inamed Agree to Merge; Combination Will Create A Global
Leader in Aesthetics Products and Dermatological Medicine With Annual
Revenue in Excess of $700 Million
Company Will Have a Broad Product ****tfolio, Strong R&D Pipeline, and
Significant Op****tunities for Growth
SCOTTSDALE, Ariz. & SANTA BARBARA, Calif.--(BUSINESS WIRE)--March 21,
2005-- Medicis (NYSE:MRX) and Inamed Cor****ation (NASDAQ:IMDC) today
jointly announced that they have entered into a definitive merger
agreement to create a global leader in breast and facial aesthetics
products and therapeutic dermatological medicine. The combined company
will have annual revenue in excess of $700 million, operations in more
than 12 countries, businesses in over 60 countries, and approximately
1,500 employees.
The combined entity will have a broad, well-established, ****tfolio of
complementary products in the facial aesthetics, breast aesthetics and
therapeutic dermatological markets, and innovative surgical devices for
the treatment of morbid obesity.
Under the terms of the transaction, approved by both companies' boards
of directors, Inamed stockholders will receive 1.4205 shares of Medicis
common stock and $30 in cash for each share of Inamed common stock.
Based on Medicis' closing price on March 18, 2005, and the number of
Inamed shares outstanding, the merger consideration represents $75 in
value per Inamed share, or a total equity value of approximately $2.8
billion.
Jonah Shacknai will be Chairman and Chief Executive Officer of the
entity; Nick Teti will assume the position of Vice Chairman of the
Board of Directors. In addition to Mr. Teti, three additional Inamed
representatives will join the current eight-member Medicis board.
"We are excited about this strategic business combination, which will
create a global platform in the fast growing aesthetics market," said
Jonah Shacknai, Chairman and Chief Executive Officer of Medicis.
"Joining forces with Inamed gives us the ability to offer our primary
customers - plastic surgeons, cosmetic surgeons and dermatologists - a
broader array of complementary, highly-effective products to meet the
needs of their patients. The transaction will create a company with a
strong financial position and greater resources to enhance our strong
research and development pipeline. With the large number of aging baby
boomers, and the focus, by all age groups, on maintaining a healthy and
youthful appearance and self-image, we will be poised to continue
delivering value and revenue growth to our stockholders.
"Inamed is an outstanding company with respected brands and an
extremely talented and motivated sales force and employee base,"
continued Mr. Shacknai. "Our organizations share a strong commitment to
serving customers and developing innovative products."
"I believe this merger is a tremendous op****tunity for our customers,
employees and shareholders," said Nick Teti, Inamed's Chairman,
President and Chief Executive Officer. "The merger enables us to create
an even stronger company; one with a broad ****tfolio of complementary
products, the combination of two dynamic sales forces, a strong
research and development pipeline, and significant cash flow. As our
industry continues to evolve, the combined entity will put us in a
strong strategic position to continue to deliver outstanding service
and innovative products to our customers. I share Jonah's excitement
about this merger."
While the company will be headquartered in Scottsdale, Arizona, it will
retain a strong presence in Santa Barbara and Fremont, California and
international locations, including Arklow, Ireland and San Jose, Costa
Rica.
The transaction is subject to the approval by Medicis and Inamed
stockholders, regulatory approvals and customary closing conditions.
The companies expect the transaction to close by the end of calendar
2005.
Deutsche Bank Securities is serving as financial advisor to Medicis,
and Latham & Watkins as legal counsel to Medicis. JPMorgan is serving
as financial advisor to Inamed, and Morrison & Foerster as legal
counsel to Inamed.
Conference Call/Webcast
Medicis and Inamed will host a conference call and webcast for the
investment community this morning, March 21, 2005, at 8:30 a.m. ET to
discuss the announcement. To participate in the conference call, please
dial (888) 338-6461 (within the U.S.) or (973) 935-8509 (outside the
U.S.) fifteen minutes prior to the start of the call. A playback of the
conference call will be available for two business days following the
live call. To access the playback, please dial (877) 519-4471 (within
the U.S.) or (973) 341-3080 (outside the U.S.) and enter reservation
number 5868629. A live webcast of the conference call will be available
online at http://www.medicisinamed.com.
The webcast will be archived
for two business days following the live call.
About Medicis
Medicis is the leading independent specialty pharmaceutical company in
the United States focusing primarily on the treatment of dermatological
and podiatric conditions and aesthetics medicine. The company is
dedicated to helping patients attain a healthy and youthful appearance
and self-image. Medicis has leading branded prescription products in a
number of therapeutic categories, including acne, eczema, fungal
infections, psoriasis, rosacea, seborrheic dermatitis and skin and
skin-structure infections. The company's products have earned wide
acceptance by both physicians and patients due to their clinical
effectiveness, high quality and cosmetic elegance. For more information
about Medicis, please visit the company's website at www.medicis.com.
NOTE: Full prescribing information for any Medicis prescription product
is available by contacting the company.
About Inamed Cor****ation
Inamed is a global healthcare company with over 25 years of experience
developing, manufacturing and marketing innovative, high-quality,
science-based products. Current products include breast implants for
aesthetic augmentation and for reconstructive surgery; a range of
dermal products to treat facial wrinkles; and minimally invasive
devices for obesity intervention, including the LAP-BAND(R) System for
morbid obesity. The company's website is www.inamed.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the
meaning of the Securities Litigation Reform Act. All statements
included in this press release that address activities, events or
developments that Medicis and Inamed expect, believe or anticipate will
or may occur in the future are forward-looking statements, including
the expected benefits of the merger of the two companies, the financial
performance of the combined company, the year in which the transaction
is expected to be accretive, and the anticipated closing date of the
merger. These statements are based on certain assumptions made by
Medicis and Inamed based on their experience and perception of
historical trends, current conditions, expected future developments and
other factors they believe are appropriate in the cir***stances. Such
statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of Medicis and
Inamed. Any such projections or statements include the current views of
Medicis and Inamed with respect to future events and financial
performance. No assurances can be given, however, that these events
will occur or that such results will be achieved. There are a number of
im****tant factors that could cause actual results to differ materially
from those projected, including the anticipated size of the markets for
the companies' products; the availability of product supply; the
receipt of required regulatory approvals for the transaction (including
the approval of antitrust authorities necessary to complete the
merger); the ability to realize the anticipated synergies and benefits
of the merger; the ability to timely and cost-effectively integrate
Inamed and Medicis' operations; access to available and feasible
financing (including financing for the merger) on a timely basis; the
risks and uncertainties normally incident to the pharmaceutical and
medical device industries including product liability claims;
dependence on sales of key products; the uncertainty of future
financial results and fluctuations in operating results; dependence on
Medicis' strategy including the uncertainty of license payments and/or
other payments due from third parties; the timing and success of new
product development by Medicis, Inamed or third parties; competitive
product introductions; the risks of pending or future litigation or
government investigations; and other risks described from time to time
in Medicis' and Inamed's Securities and Exchange Commission ("SEC")
filings including their Annual Re****ts on Form 10-K for the year ended
June 30, 2004 and December 31, 2004, respectively. Medicis and Inamed
disclaim any intent or obligation to update any forward-looking
statements contained herein, which speak as of the date hereof.
Additional Information about the Transaction and Where to Find It
In connection with the merger, Medicis and Inamed intend to file
relevant materials with the SEC, including a registration statement on
Form S-4 that will contain a prospectus and a joint proxy statement.
INVESTORS AND SECURITY HOLDERS OF MEDICIS AND INAMED ARE URGED TO READ
THESE, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IM****TANT
INFORMATION ABOUT MEDICIS, INAMED AND THE MERGER. The proxy statement,
prospectus and other relevant materials (when they become available),
and any other do***ents filed by Medicis or Inamed with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the
do***ents filed with the SEC by Medicis by directing a written request
to: Medicis, 8125 North Hayden Road, Scottsdale, AZ, 85258, Attention:
Investor Relations, or Inamed, 5540 Ekwill Street, Santa Barbara,
California, 93111, Attention: Investor Relations. Investors and
security holders are urged to read the proxy statement, prospectus and
the other relevant materials when they become available before making
any voting or investment decision with respect to the merger.
Medicis, Inamed and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from
the stockholders of Medicis and Inamed in connection with the merger.
Information about those executive officers and directors of Medicis and
their owner****p of Medicis' common stock is set forth in the proxy
statement for Medicis' 2004 Annual Meeting of Stockholders, which was
filed with the SEC on October 21, 2004. Information about the executive
officers and directors of Inamed and their owner****p of Inamed's common
stock is set forth in the proxy statement for Inamed's 2004 Annual
Meeting of Stockholders, which was filed with the SEC on April 29,
2004. Investors and security holders may obtain additional information
regarding the direct and indirect interests of Medicis, Inamed and
their respective executive officers and directors in the merger by
reading the proxy statement and prospectus regarding the merger when it
becomes available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
CONTACT: Medicis
Kara Stancell, 602-808-3854
or
Inamed
Robert Vaters, Executive Vice President Strategy & Cor****ate
Development, 805-692-5420
or
Citigate Sard Verbinnen
Debbie Miller/Dan Gagnier, 212-687-8080
SOURCE: Medicis and Inamed Cor****ation
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