Updated from 9:48 a.m. EST

Botox maker Allergan ( AGN) made a $3.2 billion offer on Tuesday for Inamed ( IMDC), trumping an earlier bid for the cosmetic-products company by Medicis Pharmaceutical ( MRX).

The announcement sent the share prices of the companies involved flying in different directions on heavy trading.

Inamed's stock jumped $6.84, or 9.2%, to close at $81.28 in response to the Allergan offer, which is worth $84 in cash, or 0.8498 shares of Allergan. More than 5.8 million Inamed shares changed hands, or nearly 10 times the average daily volume for the past three months.

Shares of Medicis plunged $2.97, or 10%, to $26.70 as trading volume topped 12 million shares, or 11 times the daily average for the last three months.

Medicis made a bid for Inamed in March, which was worth $75 a share, or $2.8 billion at the time. Medicis, which makes treatments for skin diseases and other products, offered $30 cash plus 1.4205 of its shares.

Allergan, which specializes in skin-care products and eye-disease medications, saw its stock skid $2.50, or 2.5%, to $96.35 in active trading. In addition, shares of Mentor ( MNT) rose 65 cents, or 1.2%, to $55.26. Like Inamed, Mentor is based in Santa Barbara, Calif., and both companies are developing silicone-gel breast implants.

Both companies have received conditional approval from the Food and Drug Administration for the implants, but neither has commented on how long it will take for them to meet the FDA's conditions.

Inamed also makes prescription skin-care products, and analysts who follow Allergan say its bid is aimed primarily at fighting Medicis in the skin-care arena.

Outbidding Medicis would "prevent the creation of a significantly stronger competitor in facial aesthetics," says Donald Ellis of Thomas Weisel Partners in a Tuesday research report.

"We believe that Inamed's breast aesthetics and obesity intervention businesses are of secondary importance to Allergan and may therefore be divested following the transaction," says Ellis, who has an outperform rating on Allergan. He doesn't own shares, but his firm says it does and seeks to do business with companies mentioned in research reports.

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