MAP’s directors and executive officers and a major stockholder of MAP affiliated with a director, collectively owning approximately 9 percent of MAP’s outstanding common stock, have entered into a tender and support agreement with Allergan committing to tender all of their MAP shares in the tender offer and, if applicable, to vote in favor of the Merger.
Purchaser and Allergan are filing with the U.S. Securities and Exchange Commission (the “SEC”) today a Tender Offer Statement on Schedule TO (the “Schedule TO”), including an Offer to Purchase (the “Offer to Purchase”), a related Letter of Transmittal (the “Letter of Transmittal”) and other related materials, setting forth in detail the complete terms and conditions of the tender offer. Additionally, MAP is filing with the SEC today a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, among other things, the unanimous recommendation of the board of directors of MAP that MAP stockholders accept the tender offer, tender their shares to Purchaser and, if required by applicable law, vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger and the tender offer.
The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on the night of February 28, 2013, unless extended in accordance with the Merger Agreement and applicable rules and regulations of the SEC.
The information agent for the tender offer is D.F. King & Co., Inc. (the “Information Agent”). MAP stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials or who have questions regarding the tender offer should contact the Information Agent toll-free at (800) 347-4750.American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer. Goldman, Sachs & Co. is acting as dealer manager for the tender offer, and Gibson, Dunn and Crutcher LLP is acting as legal advisor to Allergan.
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