Allergan, Inc. (NYSE: AGN) (“Allergan”) today announced that its wholly-owned subsidiary, Groundhog Acquisition, Inc. (“Purchaser”), has commenced a tender offer to purchase all outstanding shares of common stock of MAP Pharmaceuticals, Inc. (NASDAQ: MAPP) (“MAP”) for $25.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
The tender offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 22, 2013, by and among Allergan, Purchaser and MAP (the “Merger Agreement”), which Allergan and MAP announced on January 22, 2013. The Merger Agreement provides, among other things, that after completion of the tender offer, and subject to customary conditions, Purchaser will merge with and into MAP (the “Merger”), with MAP continuing as the surviving corporation and a wholly-owned subsidiary of Allergan. Immediately prior to the effective time of the Merger, any shares not purchased in the tender offer will be converted into the right to receive the same cash price per share paid in the tender offer (other than shares held by Allergan, Purchaser, MAP or any of its wholly-owned subsidiaries, and any shares held by any MAP stockholders who validly exercise their appraisal rights in connection with the Merger), without interest and less any applicable withholding taxes.
The board of directors of MAP has unanimously determined, among other things, that the tender offer is advisable, fair to and in the best interests of MAP and its stockholders and has unanimously agreed to recommend that MAP’s stockholders accept the tender offer and tender their shares to Purchaser.
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 any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. There is no financing condition to the Offer.