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Inamed Board Takes Swiss Approach

The four-way fight in the cosmetic drug and device industry moved to the next round Tuesday when Inamed (IMDC) said a takeover bid by Allergan (AGN) is superior to a previous offer from Medicis Pharmaceutical (MRX).

However, Inamed said its board was remaining neutral and not making a recommendation to its shareholders about the Allergan bid. Inamed, based in Santa Barbara, Calif., said the board was reserving its endorsement because Allergan has made a "revised" bid that's "materially different" than last month's offer from the Irvine, Calif., maker of Botox and eye-care drugs.

Inamed also said it can't take sides because it's "unable to enter into a definitive merger agreement with Allergan reflecting the terms of the revised offer until such time, if any, as Inamed's merger agreement with Medicis is terminated."

Both Allergan and Inamed said the financial terms of Allergan's offer are identical to the original proposal. The revision concerns a formal letter, detailing legal and due diligence matters, that Allergan sent Inamed. The letter enables Inamed to accept the offer through Dec. 31. Inamed had requested an irrevocable offer letter, and Allergan complied.

"We are making excellent progress in completing the acquisition of Inamed," said David E. I. Pyott, Allergan's chairman and CEO, in a prepared statement.

Two weeks ago, Medicis issued an ultimatum to Inamed -- reject the Allergan offer by today, or Medicis could to exercise its right to seek a $90 million breakup fee. There was no immediate comment from Medicis on Tuesday.

On Nov. 21, Allergan started an exchange offer for Inamed's stock even though Inamed hadn't responded formally to its takeover bid. The tender offer expires Dec. 20. Allergan's offer is worth $84 a share, either all cash or 0.8498 shares for each share of Inamed.

Medicis, Scottsdale, Ariz., made an offer in March for $30 in cash plus 1.4205 shares for each share of Inamed. Due to fluctuating shares prices, the value of the Medicis offer has bounced around. Based on current prices, it's worth $78 a share.

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