This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

Allergan, Inc. Announces Expiration Of Tender Offer For All Outstanding Shares Of MAP Pharmaceuticals, Inc. And Intent To Exercise Top-Up Option To Effect A Short-Form Merger

Stocks in this article: AGNMAPP

Allergan, Inc. (NYSE: AGN) (“Allergan”) today announced the expiration of the tender offer (the “Offer”) initiated by its wholly-owned subsidiary, Groundhog Acquisition, Inc. (“Purchaser”), on January 31, 2013 to purchase all of the 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, as set forth in the Tender Offer Statement on Schedule TO filed by Purchaser and Allergan with the U.S. Securities and Exchange Commission on January 31, 2013. The Offer and withdrawal rights expired at 12:00 midnight, New York City time, on the night of February 28, 2013.

According to the final report of the depository for the Offer, as of the expiration of the Offer, a total of 30,500,220 shares of MAP common stock (including approximately 2,717,161 shares subject to guarantees of delivery) were validly tendered and not properly withdrawn prior to the expiration of the Offer, which represent approximately 85.5% of all outstanding shares of MAP common stock and approximately 75.1% of all outstanding shares of MAP common stock on a fully diluted basis. The aggregate number of shares of MAP common stock validly tendered and not properly withdrawn pursuant to the Offer satisfies the condition to the Offer that at least a majority of the outstanding shares of MAP common stock (on a fully diluted basis) be validly tendered and not properly withdrawn prior to the expiration of the Offer. Accordingly, Purchaser has accepted for payment and will promptly pay for all such tendered shares in accordance with the terms of the Offer.

Pursuant to the Agreement and Plan of Merger, dated as of January 22, 2013, by and among Allergan, Purchaser and MAP (the “Merger Agreement”), following consummation of the Offer, Allergan and Purchaser intend to promptly effect a “short-form” merger of Purchaser with and into MAP under Delaware law (the “Merger”), with MAP continuing as the surviving corporation and a wholly-owned subsidiary of Allergan. In order to obtain a sufficient number of shares of MAP common stock to accomplish the Merger pursuant to the “short-form” merger procedures under Delaware law, Purchaser intends to exercise the “top-up” option granted to it by MAP under the Merger Agreement (the “Top-Up Option”). The Top-Up Option entitles Purchaser to purchase from MAP newly issued shares of MAP common stock in an amount equal to the lowest number of shares that, when added to the number of shares owned by Allergan and Purchaser at the time of the exercise of the Top-Up Option, will constitute one share more than 90% of the number of shares of MAP common stock then outstanding (after giving effect to the issuance of such shares).

1 of 2

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 16,375.14 -5.27 -0.03%
S&P 500 1,896.04 +9.28 0.49%
NASDAQ 4,293.4540 +35.0160 0.82%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs