Medicis wants Inamed to recommend that stockholders reject Allergen's rival merger offer

By E. Janene Geiss

Philadelphia, Nov. 22 - Medicis said Tuesday that it has formally given notice to Inamed Corp.'s board of directors requesting that it recommend to stockholders that they reject Allergen Inc.'s exchange offer.

Last week, Allergen offered to buy Inamed for $3.2 billion - and the company's board at that time instructed management to consider the bid.

Medicis' deal with Inamed, which was carved out in March, was for $2.8 billion in cash and stock.

Complicating matters, Mentor Corp. said Monday that it made an unsolicited proposal on Friday to Medicis for a stock-for-stock merger at the rate of 0.62 shares of Mentor common stock per Medicis share, an offer valued at $2.2 billion.

But Medicis' board rejected the offer, stating that it is committed to its proposed merger with Inamed.

Under the existing merger agreement between Inamed and Medicis - unless Inamed's board of directors recommends by Dec. 6, 2005 that Inamed stockholders reject Allergen's exchange offer - Medicis will have the right to terminate its proposed merger with Inamed and receive a $90 million termination fee from Inamed, according to Medicis officials in a news release Tuesday.

Santa Barbara, Calif.-based Mentor makes breast implants. Inamed, also based in Santa Barbara, is a rival breast-implant maker. Both companies have been seeking approval from the U.S. Food and Drug Administration to lift the ban on silicone breast implants.

Medicis is a Scottsdale, Ariz., pharmaceutical company specializing in dermatology products and is the maker of wrinkle cream Lifestyle. Irvine, Calif.-based Allergen is a drug development company and maker of wrinkle-treatment Botox.

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