e424b3
Filed pursuant to Rule 424(b)(3)
Registration Statement File
No. 333-129871
PROSPECTUS SUPPLEMENT DATED MARCH 13, 2006
TO
PROSPECTUS DATED DECEMBER 22, 2005
Offer by Banner Acquisition, Inc.
to Exchange Each Outstanding Share of Common Stock
of
Inamed Corporation
for
$84.00 in Cash
or
0.8498 of a Share of Common Stock of Allergan, Inc.
subject in each case, to the proration and election
procedures described in the prospectus (as supplemented)
and the related letter of election and transmittal
The following information supplements, and must be read in
conjunction with, the Prospectus dated December 22, 2005 of
Allergan, Inc. All capitalized terms not otherwise defined
herein have the respective meanings ascribed to them in the
Prospectus.
The respective Boards of Directors of Allergan, Inamed and
Banner Acquisition, Inc., have approved an amendment to the
Allergan Merger Agreement, dated as of March 11, 2006 (the
Amendment). The Amendment provides that Inamed
stockholders who tender Inamed Shares in the Offer and Inamed
stockholders whose Inamed Shares are cancelled in the Inamed
Merger, in each case who do not make a valid election of
consideration, will be deemed to have elected to receive
Allergan common stock in exchange for their Inamed Shares. The
parties entered into the Amendment in an effort to treat fairly
those Inamed stockholders who do not make valid elections in the
Offer and the Inamed Merger. Prior to the Amendment,
non-electing Inamed stockholders would have received whatever
form of consideration was remaining (or a proportionate share of
each form of consideration if neither the cash or stock
consideration was oversubscribed), after taking into account the
preferences of the Inamed stockholders who made valid elections.
However, due to the increase in the trading price of Allergan
common stock since Offeror first announced the Offer, there
currently is a significant difference between the value of the
cash consideration of $84.00 per Inamed Share and the
implied value of the 0.8498 of a share of Allergan common stock
issuable per Inamed share. Based on the closing sales price of a
share of Allergan common stock on March 10, 2006, the last
full trading day prior to the date of the Amendment, 0.8498 of a
share of Allergan common stock had an implied value of $98.64.
As a result of the Amendment, Inamed stockholders who make no
consideration election in either the Offer or the Inamed Merger,
as the case may be, will be deemed to have elected to receive
Allergan common stock in exchange for their Inamed Shares.
Elections of Inamed stockholders in the Offer and the Inamed
Merger, as the case may be, are subject to proration so that 45%
of the aggregate Inamed shares tendered in the Offer and 45% of
the aggregate Inamed Shares canceled in the Inamed Merger will
be exchanged for cash and 55% of the aggregate Inamed Shares
tendered in the Offer and 55% of the aggregate Inamed Shares
cancelled in the Inamed Merger will be exchanged for shares of
Allergan common stock. If Inamed stockholders elect (including
deemed elections of non-electing stockholders) more than the
aggregate number of shares of Allergan common stock available in
the Offer or the Inamed Merger, as the case may be, Allergan
will prorate the shares of Allergan common stock proportionally
among the Inamed stockholders electing Allergan common stock
(including those deemed to have elected stock) in the Offer or
the Inamed Merger, as the case may be. As a consequence of the
Amendment, Inamed stockholders who desire to receive cash for
their Inamed Shares either in the Offer or the Inamed Merger
must now affirmatively elect to receive cash. No other terms of
the Allergan Merger Agreement were amended.
The foregoing summary describes the material provisions of
the Amendment, a copy of which is attached hereto as
Annex A and incorporated herein by reference.
The date of this prospectus supplement is March 13,
2006.
ANNEX A
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 (this Amendment) to the
Agreement and Plan of Merger, dated as of December 20, 2005
(the Merger Agreement), by and among
Allergan, Inc., a Delaware corporation
(Parent), Banner Acquisition, Inc., a
Delaware corporation and wholly-owned subsidiary of Parent
(Merger Sub), and Inamed Corporation, a
Delaware corporation (the Company) is entered
into as of this 11th day of March, 2006 with reference to
the following facts:
WHEREAS, the respective Boards of Directors of Parent, Merger
Sub and the Company each have determined it to be appropriate
and advisable to amend certain provisions of the Merger
Agreement to provide that Company stockholders who tender Shares
pursuant to the Offer or whose Shares are canceled pursuant to
the Merger, and who do not validly specify a choice of
consideration with respect to the Exchange Offer or the Merger,
will be deemed to have elected to have made the respective
elections provided below.
WHEREAS, defined terms used and not otherwise defined herein
shall have the respective meanings set forth in the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements
set forth in or incorporated by reference into this Amendment
and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Amendments. The Merger Agreement hereby is amended as
set forth below:
(a) Section 1.01(e) of the Merger Agreement is hereby
deleted in its entirety and replaced by the following text:
(e) Each Share validly tendered but which is not the
subject of a valid Election shall be deemed to be tendered
subject to a Parent Stock Election.
(b) Section 3.01(d) of the Merger Agreement is hereby
deleted in its entirety and replaced by the following text:
(d) Each Share canceled in exchange for the right to
receive the Merger Consideration but which is not surrendered
subject to a valid Merger Election, and any Dissenting Shares as
to which the holder does not validly perfect, or later waives,
withdraws or loses the right to appraisal and payment under the
DGCL prior to the Election Deadline, shall be deemed to be
surrendered subject to a Stock Merger Election. Any Dissenting
Shares as to which the holder fails to perfect or later waives,
withdraws or loses the right to appraisal and payment under the
DGCL after the Election Deadline shall be deemed tendered
subject to a Cash Merger Election, and will remain subject to
proration to the same extent as if such holder surrendered such
formerly Dissenting Shares promptly following the Effective Time
subject to a valid Cash Merger Election.
(c) The first sentence of Section 9.08 of the Merger
Agreement is hereby deleted in its entirety and replaced by the
following text:
Except as modified by any subsequent amendment permitted
by Section 9.07(a) of this Agreement, this Agreement
(including the Company Disclosure Letter, the Parent Disclosure
Letter, the Exhibits and the Annexes hereto) and the
Confidentiality Agreement constitute the entire agreement
between the parties with respect to the subject matter hereof
and supersede all prior agreements, understandings and
negotiations, both written and oral, between the parties with
respect to the subject matter of this Agreement.
2. No Further Amendments. Except as expressly amended
pursuant to Section 1 hereof, the remaining terms of the
Merger Agreement are and remain in full force and effect in
accordance with their terms, notwithstanding the execution and
delivery of this Amendment.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective duly
authorized officers as of the day and year first written above.
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By: |
/s/ Douglas S. Ingram
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Title: |
Executive Vice President, |
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General Counsel and Secretary |
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BANNER ACQUISITION, INC. |
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By: |
/s/ Douglas S. Ingram
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Name: Douglas S. Ingram |
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Title: Secretary |
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INAMED CORPORATION |
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Title: |
Chairman, President and |
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