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
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(including approximately 2,717,161 shares subject to guarantees of delivery) were validly tendered and not properly withdrawn prior to the expiration of the Offer, which represent approximately 85.5% of all outstanding shares of MAP common stock and approximately 75.1% of all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 The aggregate number of shares of MAP common stock validly tendered and not properly withdrawn pursuant to the Offer satisfies the condition to the Offer that at least a majority of the outstanding shares of MAP common stock (on a fully diluted basis) be validly tendered and not properly withdrawn prior to the expiration of the Offer.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).
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